Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-35305 | |
Entity Registrant Name | Post Holdings, Inc. | |
Entity Incorporation, State or Country Code | MO | |
Entity Tax Identification Number | 45-3355106 | |
Entity Address, Address Line One | 2503 S. Hanley Road | |
Entity Address, City or Town | St. Louis | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63144 | |
City Area Code | 314 | |
Local Phone Number | 644-7600 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | POST | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 59,758,286 | |
Entity Central Index Key | 0001530950 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net Sales | $ 1,524.9 | $ 1,247.5 | $ 4,272.1 | $ 3,624.8 |
Cost of goods sold | 1,160.2 | 879.4 | 3,197.2 | 2,529.2 |
Gross Profit | 364.7 | 368.1 | 1,074.9 | 1,095.6 |
Selling, general and administrative expenses | 225 | 189.3 | 680.9 | 603.3 |
Amortization of intangible assets | 36.6 | 36.5 | 109.5 | 106.5 |
Other operating (income) expense, net | (2.4) | (12.7) | 0.8 | (17.2) |
Operating Profit | 105.5 | 155 | 283.7 | 403 |
Interest expense, net | 75.6 | 82.4 | 245.6 | 249.7 |
(Gain) loss on extinguishment of debt, net | (10.2) | 0 | 9.1 | 93.2 |
(Income) expense on swaps, net | (131.6) | 121.6 | (222.9) | (105.6) |
Gain on investment in BellRing | (35.1) | 0 | (482.8) | 0 |
Other income, net | (12.8) | (2.9) | (14) | (19.8) |
Earnings (Loss) before Income Taxes and Equity Method Loss | 219.6 | (46.1) | 748.7 | 185.5 |
Income tax expense | 35 | 19.5 | 43.3 | 63 |
Equity method loss, net of tax | 12 | 11.6 | 49.3 | 26.5 |
Net Earnings (Loss) from Continuing Operations, Including Noncontrolling Interests | 172.6 | (77.2) | 656.1 | 96 |
Less: Net earnings (loss) attributable to noncontrolling interests from continuing operations | 2.4 | (1.1) | 5 | (0.6) |
Net Earnings (Loss) from Continuing Operations | 170.2 | (76.1) | 651.1 | 96.6 |
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 21.8 | 21.6 | 40.2 |
Net Earnings (Loss) | $ 170.2 | $ (54.3) | $ 672.7 | $ 136.8 |
Earnings from Continuing Operations, Per Basic Share | $ 2.77 | $ (1.30) | $ 10.61 | $ 1.40 |
Earnings from Continuing Operations, Per Diluted Share | 2.72 | (1.30) | 10.47 | 1.38 |
Earnings from Discontinued Operation, Per Basic Share | 0 | 0.34 | 0.35 | 0.62 |
Earnings from Discontinued Operation, Per Diluted Share | 0 | 0.34 | 0.35 | 0.61 |
Earnings, Per Basic Share | 2.77 | (0.95) | 10.96 | 2.02 |
Earnings, Per Diluted Share | $ 2.72 | $ (0.95) | $ 10.82 | $ 1.99 |
Weighted-Average Common Shares Outstanding, Basic (in shares) | 60.4 | 63.7 | 61.5 | 64.5 |
Weighted-Average Common Shares Outstanding, Diluted (in shares) | 61.6 | 63.7 | 62.3 | 65.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 170.2 | $ (54.3) | $ 672.7 | $ 136.8 |
Net earnings (loss) attributable to noncontrolling interests from continuing operations | 2.4 | (1.1) | 5 | (0.6) |
Net earnings attributable to noncontrolling interest from discontinued operations | 0 | 11.1 | 11.8 | 21.3 |
Net Earnings (Loss) Including Noncontrolling Interests | 172.6 | (44.3) | 689.5 | 157.5 |
Pension and postretirement benefits adjustments: | ||||
Reclassifications to net earnings (loss) | (0.4) | (0.1) | (1.4) | (0.5) |
Hedging adjustments: | ||||
Reclassifications to net earnings (loss) | 0 | 0.6 | 7.1 | 1.7 |
Foreign currency translation adjustments: | ||||
Unrealized foreign currency translation adjustments | (124.3) | 10.8 | (165.5) | 126.4 |
Tax benefit (expense) on pension and postretirement benefits adjustments: | ||||
Reclassifications to net earnings (loss) | 0.1 | 0.1 | 0.4 | 0.3 |
Tax benefit (expense) on hedging adjustments: | ||||
Reclassifications to net earnings (loss) | 0 | (0.2) | (1.8) | (0.4) |
Total Other Comprehensive (Loss) Income Including Noncontrolling Interests | (124.6) | 11.2 | (161.2) | 127.5 |
Less: Comprehensive income attributable to noncontrolling interests | 2.1 | 10.4 | 17.8 | 21.3 |
Total Comprehensive Income (Loss) | $ 45.9 | $ (43.5) | $ 510.5 | $ 263.7 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Sep. 30, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 263.5 | $ 664.5 |
Restricted cash | 4 | 7.1 |
Receivables, net | 551.3 | 452.4 |
Inventories | 524.5 | 476.6 |
Investment in BellRing | 482.8 | 0 |
Current investments held in trust | 345.5 | 0 |
Current assets of discontinued operations | 0 | 385.7 |
Prepaid expenses and other current assets | 119.4 | 99.8 |
Total Current Assets | 2,291 | 2,086.1 |
Property, net | 1,727.4 | 1,830.5 |
Goodwill | 4,420.3 | 4,501.6 |
Other intangible assets, net | 2,781.9 | 2,924.4 |
Equity method investments | 22.3 | 70.7 |
Investments held in trust | 0 | 345 |
Other assets of discontinued operations | 0 | 308.4 |
Other assets | 317.3 | 348 |
Total Assets | 11,560.2 | 12,414.7 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current portion of long-term debt | 1.1 | 1.1 |
Accounts payable | 400.7 | 384.2 |
Current liabilities of discontinued operations | 0 | 248.9 |
Other current liabilities | 355.9 | 415 |
Total Current Liabilities | 757.7 | 1,049.2 |
Long-term debt | 6,032.4 | 6,441.6 |
Deferred income taxes | 707.1 | 729.1 |
Other liabilities of discontinued operations | 0 | 627.7 |
Other liabilities | 350.9 | 507.9 |
Total Liabilities | 7,848.1 | 9,355.5 |
Redeemable noncontrolling interest | 305.4 | 305 |
Common stock | 0.9 | 0.9 |
Additional paid-in capital | 4,728.3 | 4,253.5 |
Retained earnings | 1,024 | 347.3 |
Accumulated other comprehensive (loss) income | (117) | 42.9 |
Treasury stock, at cost | (2,241.2) | (1,902.2) |
Total Shareholders’ Equity Excluding Noncontrolling Interests | 3,395 | 2,742.4 |
Noncontrolling interests | 11.7 | 11.8 |
Total Shareholders’ Equity | 3,406.7 | 2,754.2 |
Total Liabilities and Shareholders’ Equity | $ 11,560.2 | $ 12,414.7 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Adjustments to reconcile net earnings from continuing operations, including noncontrolling interests, to net cash provided by operating activities: | ||
Net Earnings (Loss) from Continuing Operations, Including Noncontrolling Interests | $ 656.1 | $ 96 |
Depreciation and amortization | 285.5 | 268.6 |
Unrealized gain on interest rate swaps, foreign exchange contracts and warrant liabilities, net | (249.2) | (134.7) |
Gain on investment in BellRing | (482.8) | 0 |
(Gain) loss on extinguishment of debt, net | 9.1 | 93.2 |
Non-cash stock-based compensation expense | 48.3 | 36.6 |
Equity method loss, net of tax | 49.3 | 26.5 |
Deferred income taxes | (9) | 76 |
Other, net | (1.5) | (18.5) |
Other changes in operating assets and liabilities, net of held for sale assets and liabilities, business acquisitions and divestitures: | ||
Increase in receivables, net | (105.7) | (90.4) |
Increase in inventories | (58.6) | (28) |
Increase in prepaid expenses and other current assets | (20.4) | (42.8) |
Decrease (increase) in other assets | 21.5 | (13.4) |
Increase (decrease) in accounts payable and other current liabilities | 73.4 | (37.2) |
Increase in non-current liabilities | 3.7 | 17.5 |
Net Cash Provided by Operating Activities - continuing operations | 219.7 | 249.4 |
Net Cash (Used in) Provided by Operating Activities - discontinued operations | (1.6) | 145.9 |
Net Cash Provided by Operating Activities | 218.1 | 395.3 |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | (24.8) | (290.3) |
Additions to property | (167.3) | (141.9) |
Proceeds from sale of property and assets held for sale | 17.8 | 19 |
Proceeds from sale of business | 50.5 | 0 |
Sale of equity securities | 0 | 34.2 |
Investments in partnerships | (8.9) | (17.1) |
Investment of subsidiary initial public offering proceeds into trust account | 0 | (345) |
Payments for (Proceeds from) Other Investing Activities | 0.4 | 4.5 |
Net Cash Used in Investing Activities - continuing operations | (132.3) | (736.6) |
Net Cash Used in Investing Activities - discontinued operations | (0.8) | (0.8) |
Net Cash Used in Investing Activities | (133.1) | (737.4) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of debt | 1,340 | 1,800 |
Repayments of long-term debt, net of discounts | (904.4) | (1,698.3) |
Premium from issuance of debt | 17.5 | 0 |
Purchases of treasury stock | (343) | (322.7) |
Proceeds from initial public offering | 0 | 305 |
Payment of initial public offering costs | (0.1) | (7.1) |
Payments of debt issuance costs and deferred financing fees | (7.4) | (16.8) |
Payments of debt premiums | (24.1) | (74.3) |
Cash received from share repurchase contracts | 0 | 47.5 |
Distributions (to) from BellRing Brands, Inc., net | (547.2) | 17.5 |
Other, net | (17.7) | (21) |
Net Cash (Used in) Provided by Financing Activities - continuing operations | (486.4) | 29.8 |
Net Cash Used in Financing Activities - discontinued operations | (149.5) | (105) |
Net Cash Used in Financing Activities | (635.9) | (75.2) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (5.8) | 6.2 |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (556.7) | (411.1) |
Cash, Cash Equivalents and Restricted Cash, Beginning of Year | 671.6 | 1,144.7 |
Cash, Cash Equivalents and Restricted Cash, Discontinued Operations, Beginning of Year | 152.6 | 48.7 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 267.5 | 692.9 |
Cash, Cash Equivalents and Restricted Cash, Discontinued Operations, End of Period | $ 0 | $ 89.4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity Statement - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Retirement Benefit Adjustments, net of tax | Hedging Adjustments, net of tax | Foreign Currency Translation Adjustments | Treasury Stock | Noncontrolling Interests |
Shareholders' Equity Excluding Noncontrolling Interest, Beginning of period at Sep. 30, 2020 | $ 0.8 | $ 4,182.9 | $ 208.6 | $ (4.3) | $ 70.3 | $ (95.3) | $ (1,508.5) | ||
Total Shareholders' Equity, Beginning of period at Sep. 30, 2020 | $ (25.5) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (19.7) | (0.8) | |||||||
Distribution to noncontrolling interest | (1) | ||||||||
Non-cash stock-based compensation expense | 38.5 | 3.4 | |||||||
Cash received from share repurchase contracts | $ 47.5 | 47.5 | |||||||
Net earnings (loss) | 136.8 | 136.8 | |||||||
Post Holdings Partnering Corporation deemed dividend | (35.3) | ||||||||
Net change in retirement benefits, net of tax | (0.2) | ||||||||
Net change in hedges, net of tax | 0.8 | 0.5 | |||||||
Foreign currency translation adjustments | 126.3 | 0.1 | |||||||
Purchases of treasury stock | (315.3) | 0 | |||||||
Net earnings attributable to noncontrolling interests | (0.6) | 22.2 | |||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2021 | 2,833.9 | 0.8 | 4,249.2 | 310.1 | (4.5) | 71.1 | 31 | (1,823.8) | |
Total Shareholders' Equity, End of period at Jun. 30, 2021 | 2,832.8 | (1.1) | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, Beginning of period at Mar. 31, 2021 | 0.8 | 4,237.7 | 399.7 | (4.5) | 70.9 | 20.4 | (1,823.8) | ||
Total Shareholders' Equity, Beginning of period at Mar. 31, 2021 | (14.2) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (1.5) | 0 | |||||||
Distribution to noncontrolling interest | 0 | ||||||||
Non-cash stock-based compensation expense | 13 | 1.2 | |||||||
Cash received from share repurchase contracts | 0 | ||||||||
Net earnings (loss) | (54.3) | (54.3) | |||||||
Post Holdings Partnering Corporation deemed dividend | (35.3) | ||||||||
Net change in retirement benefits, net of tax | 0 | ||||||||
Net change in hedges, net of tax | 0.2 | 0.2 | |||||||
Foreign currency translation adjustments | 10.6 | 0.2 | |||||||
Purchases of treasury stock | 0 | 0 | |||||||
Net earnings attributable to noncontrolling interests | (1.1) | 11.5 | |||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2021 | 2,833.9 | 0.8 | 4,249.2 | 310.1 | (4.5) | 71.1 | 31 | (1,823.8) | |
Total Shareholders' Equity, End of period at Jun. 30, 2021 | 2,832.8 | (1.1) | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, Beginning of period at Sep. 30, 2021 | 2,742.4 | 0.9 | 4,253.5 | 347.3 | (10.9) | 71.4 | (17.6) | (1,902.2) | |
Total Shareholders' Equity, Beginning of period at Sep. 30, 2021 | 2,754.2 | 11.8 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (16.7) | (1) | |||||||
Distribution to noncontrolling interest | 0 | ||||||||
Non-cash stock-based compensation expense | 49 | 2.9 | |||||||
Cash received from share repurchase contracts | 0 | 0 | |||||||
Net earnings (loss) | 672.7 | 672.7 | |||||||
Post Holdings Partnering Corporation deemed dividend | 4 | ||||||||
Net change in retirement benefits, net of tax | (1) | ||||||||
Net change in hedges, net of tax | 3.4 | 1.9 | |||||||
Foreign currency translation adjustments | (164.6) | (0.9) | |||||||
Purchases of treasury stock | (339) | (18.1) | |||||||
Net earnings attributable to noncontrolling interests | 5 | 12.4 | |||||||
BellRing Spin-off | 442.5 | 2.3 | 2.7 | ||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2022 | 3,395 | 0.9 | 4,728.3 | 1,024 | (11.9) | 74.8 | (179.9) | (2,241.2) | |
Total Shareholders' Equity, End of period at Jun. 30, 2022 | 3,406.7 | 11.7 | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, Beginning of period at Mar. 31, 2022 | 0.9 | 4,711.7 | 852 | (11.6) | 74.8 | (55.9) | (2,095.4) | ||
Total Shareholders' Equity, Beginning of period at Mar. 31, 2022 | 11.8 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (0.1) | 0 | |||||||
Distribution to noncontrolling interest | 0 | ||||||||
Non-cash stock-based compensation expense | 16.7 | 0 | |||||||
Cash received from share repurchase contracts | 0 | ||||||||
Net earnings (loss) | 170.2 | 170.2 | |||||||
Post Holdings Partnering Corporation deemed dividend | 1.8 | ||||||||
Net change in retirement benefits, net of tax | (0.3) | ||||||||
Net change in hedges, net of tax | 0 | 0 | |||||||
Foreign currency translation adjustments | (124) | (0.3) | |||||||
Purchases of treasury stock | (145.8) | 0 | |||||||
Net earnings attributable to noncontrolling interests | 2.4 | 0.2 | |||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2022 | 3,395 | $ 0.9 | $ 4,728.3 | $ 1,024 | $ (11.9) | $ 74.8 | $ (179.9) | $ (2,241.2) | |
Total Shareholders' Equity, End of period at Jun. 30, 2022 | $ 3,406.7 | $ 11.7 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2022 | |
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 accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” the “Company,” “us,” “our” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Post Holdings, Inc. and its consolidated subsidiaries), which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC on November 19, 2021. On March 10, 2022, the Company completed its previously announced distribution of 80.1% of its ownership interest in BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) to Post’s shareholders (the “BellRing Distribution,” and such transaction, as well as the BellRing Contribution, the BellRing Merger (as such terms are defined in Note 3), the Debt-for-Debt Exchange (as such term is defined in Note 15) and the related transactions described in Note 3, the “BellRing Spin-off”). The BellRing Spin-off represented a strategic shift that had a major effect on the Company’s operations and consolidated financial results. Accordingly, the historical results of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. The Notes to Condensed Consolidated Financial Statements reflect continuing operations only, unless otherwise indicated. See Note 3 for additional information regarding the BellRing Spin-off and discontinued operations. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued and Adopted Accounting Standards | RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information. Recently Adopted In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires a company to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” as if the company had originated the contracts. The Company early adopted this ASU on October 1, 2021 on a prospective basis, as permitted by the ASU. The adoption of this ASU had no impact on the Company’s consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this ASU on October 1, 2021, using the modified retrospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements or related disclosures. In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by Topic 848 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted Topic 848 on October 1, 2021. The adoption of Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures . |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups | 9 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Disclosure | BELLRING SPIN-OFF AND DISCONTINUED OPERATIONS BellRing Spin-off On March 9, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 (as amended by Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022, the “Spin-off Agreement”), by and among Post, Old BellRing, BellRing and BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing (“BellRing Merger Sub”), Post contributed its share of Old BellRing Class B common stock, $0.01 par value per share, all of its BellRing Brands, LLC non-voting membership units and $550.4 of cash to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing Notes” and such transactions, collectively, the “BellRing Contribution”). On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and Post consummated the BellRing Distribution, distributing an aggregate of 78.1 million, or 80.1%, of its shares of BellRing common stock, par value $0.01 per share (“BellRing Common Stock”), to Post shareholders of record as of the close of business, Central Time, on February 25, 2022 (the “Record Date”) in a pro-rata distribution. Post shareholders received 1.267788 shares of BellRing Common Stock for every one share of Post common stock held as of the Record Date. No fractional shares of BellRing Common Stock were issued, and instead, cash in lieu of any fractional shares was paid to Post shareholders. Upon completion of the BellRing Distribution, BellRing Merger Sub merged with and into Old BellRing (the “BellRing Merger”), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the BellRing Merger, each outstanding share of Old BellRing Class A common stock, $0.01 par value per share, was converted into one share of BellRing Common Stock plus $2.97 in cash. Immediately following the BellRing Spin-off, Post owned approximately 14.2% of the BellRing Common Stock and Post shareholders owned approximately 57.3% of the BellRing Common Stock. The former Old BellRing stockholders owned approximately 28.5% of the BellRing Common Stock, maintaining the same effective percentage ownership interest in the Old BellRing business as prior to the BellRing Spin-off. As a result of the BellRing Spin-off, the dual class voting structure in the BellRing business was eliminated. The BellRing Distribution was structured in a manner intended to qualify as a tax-free distribution to Post shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of BellRing Common Stock. The Company incurred separation-related expenses of $0.4 and $28.8 during the three and nine months ended June 30, 2022, respectively, which were included in “Selling, general and administrative expenses” within continuing operations in the Condensed Consolidated Statements of Operations. Old BellRing incurred separation-related expenses prior to the BellRing Spin-off of $4.3 during the nine months ended June 30, 2022, which were included in “Net earnings from discontinued operations, net of tax and noncontrolling interest” in the Condensed Consolidated Statement of Operations. These expenses generally included third party costs for advisory services, fees charged by other service providers and government filing fees. On March 17, 2022, the Company utilized proceeds received in connection with the BellRing Spin-off to redeem a portion of Post’s existing 5.75% senior notes (see Note 15). The following is a summary of BellRing’s assets and liabilities as of March 10, 2022. March 10, Assets Cash and cash equivalents (a) $ 50.6 Receivables, net 120.0 Inventories 146.1 Prepaid expenses and other current assets 17.0 Property, net 8.7 Goodwill 65.9 Other intangible assets, net 214.4 Other assets 10.3 Total Assets 633.0 Liabilities Current portion of long-term debt — Accounts payable 69.5 Other current liabilities 40.5 Long-term debt 938.8 Deferred income taxes (b) 6.3 Other liabilities 9.5 Total Liabilities 1,064.6 BellRing Net Assets $ (431.6) (a) Excludes $115.5 of merger consideration paid to former Old BellRing stockholders immediately following the completion of the BellRing Distribution. (b) Excludes $127.1 related to Post’s investment in BellRing Brands, LLC, which was contributed to BellRing and subsequently eliminated immediately following the completion of the BellRing Distribution. As a result of the BellRing Spin-off, the Company recorded a $442.5 adjustment to additional paid-in capital, which included BellRing net assets of $(431.6). The BellRing Spin-off also resulted in a reduction of accumulated other comprehensive loss associated with BellRing’s foreign currency translation adjustments. The total adjustment to accumulated other comprehensive loss was $2.3. The Company’s remaining 14.2% equity interest in BellRing (its “Investment in BellRing”) immediately following the BellRing Spin-off did not represent a controlling interest in BellRing. As such, the Company’s remaining proportionate share of BellRing’s net assets were recorded at a zero carrying value on March 10, 2022, as the BellRing net assets were negative. See Note 14 for additional information regarding the Company’s subsequent remeasurement of its Investment in BellRing to fair value for the periods subsequent to the BellRing Spin-off. The Company intends to divest its Investment in BellRing within 12 months from the BellRing Spin-off. Discontinued Operations The BellRing Spin-off represented a strategic shift that had a major effect on the Company’s operations and consolidated financial results. Accordingly, the historical results of Old BellRing and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. The following table presents the components of net earnings from discontinued operations prior to the completion of the BellRing Spin-off on March 10, 2022. There were no net earnings from discontinued operations during the three months ended June 30, 2022. Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Net Sales $ — $ 342.3 $ 541.9 $ 906.3 Cost of goods sold — 231.0 390.3 616.1 Gross Profit — 111.3 151.6 290.2 Selling, general and administrative expenses — 42.6 68.5 129.1 Amortization of intangible assets — 17.2 8.7 46.3 Other operating income, net — — — (0.1) Operating Profit — 51.5 74.4 114.9 Interest expense, net — 9.5 13.1 33.6 Loss on extinguishment and refinancing of debt, net — 0.1 17.6 1.6 Earnings from Discontinued Operations before Income Taxes — 41.9 43.7 79.7 Income tax expense — 9.0 10.3 18.2 Net Earnings from Discontinued Operations, Including Noncontrolling Interest — 32.9 33.4 61.5 Less: Net earnings attributable to noncontrolling interest from discontinued operations — 11.1 11.8 21.3 Net Earnings from Discontinued Operations, net of tax and noncontrolling interest $ — $ 21.8 $ 21.6 $ 40.2 The following table presents the carrying amounts of major classes of assets and liabilities that were included in discontinued operations at September 30, 2021. There were no assets or liabilities classified as discontinued operations at June 30, 2022. September 30, 2021 Cash and cash equivalents $ 152.6 Receivables, net 101.5 Inventories 117.9 Prepaid expenses and other current assets 13.7 Current assets of discontinued operations $ 385.7 Property, net $ 8.9 Goodwill 65.9 Other intangible assets, net 223.1 Other assets 10.5 Other assets of discontinued operations $ 308.4 Current portion of long-term debt $ 116.3 Accounts payable 89.5 Other current liabilities 43.1 Current liabilities of discontinued operations $ 248.9 Long-term debt $ 481.2 Deferred income taxes 134.8 Other liabilities 11.7 Other liabilities of discontinued operations $ 627.7 |
Noncontrolling Interests, Equit
Noncontrolling Interests, Equity Interests and Related Party Transactions (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Noncontrolling Interests, Equity Interests and Related Party Transactions | NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS Post Holdings Partnering Corporation On May 28, 2021, the Company and Post Holdings Partnering Corporation, a special purpose acquisition company incorporated as a Delaware corporation (“PHPC”), consummated the initial public offering of 30.0 million units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued an additional 4.5 million PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, $0.0001 par value per share (“PHPC Series A Common Stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0. PHPC Sponsor, LLC, a wholly-owned subsidiary of the Company (“PHPC Sponsor”), purchased 4.0 million of the 30.0 million PHPC Units in the initial public offering on May 28, 2021 for $40.0. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PSPC.U” on May 26, 2021. As of July 16, 2021, holders of the PHPC Units could elect to separately trade their shares of PHPC Series A Common Stock and PHPC Warrants, with the shares of PHPC Series A Common Stock and the PHPC Warrants listed on the NYSE under the ticker symbols “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is required to consummate a partnering transaction within 24 months (or 27 months under certain circumstances) of the closing of the initial public offering on May 28, 2021. Substantially concurrently with the closing of the initial public offering on May 28, 2021, PHPC completed the private sale of 1.0 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, and in connection with the underwriters’ exercise in full of their option to purchase additional PHPC Units, PHPC Sponsor purchased an additional 0.1 million PHPC Private Placement Units, generating proceeds to PHPC of $10.9 (the “PHPC Private Placement”). The PHPC Private Placement Units sold in the PHPC Private Placement are identical to the PHPC Units sold in the PHPC IPO, except that, with respect to the warrants underlying the PHPC Private Placement Units (the “PHPC Private Placement Warrants”) that are held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the PHPC Warrants are called for redemption and a certain price per share of PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and exercisable by holders on the same basis as the PHPC Warrants. In addition, the Company, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC, $0.0001 par value per share, has certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s certificate of incorporation. In connection with the completion of the initial public offering on May 28, 2021, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), providing for the purchase by PHPC Sponsor, at the election of PHPC, of up to 10.0 million units of PHPC (the “PHPC Forward Purchase Units”), subject to the terms and conditions of the Forward Purchase Agreement, with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock, $0.0001 par value per share, and one-third of one warrant to purchase one share of PHPC Series A Common Stock, for a purchase price of $10.00 per PHPC Forward Purchase Unit, in an aggregate amount of up to $100.0 in a private placement to occur concurrently with the closing of PHPC’s partnering transaction. In determining the accounting treatment of the Company’s equity interest in PHPC, management concluded that PHPC is a variable interest entity (“VIE”) as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” A VIE is an entity in which equity investors at risk lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, as well as the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. PHPC Sponsor is the primary beneficiary of PHPC as it has, through its equity interest, the right to receive benefits or the obligation to absorb losses from PHPC, as well as the power to direct a majority of the activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is fully consolidated into the Company’s financial statements. Pr oceeds of $345.0 were deposited in a trust account established for the benefit of PHPC’s public stockholders consisting of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses. A minimum balance of $345.0, representing the number of PHPC Units sold at the offering price of $10.00 per PHPC Unit , is required by the underwriting agreement to be maintained in the trust account. These pr oceeds will be invested only in U.S. treasury securities. At June 30, 2022, there was $345.5 held in the trust account, which was included in “Current investments held in trust” on the Condensed Consolidated Balance Sheet as the period in which PHPC has to complete a partnering transaction was less than twelve months as of June 30, 2022. At September 30, 2021, there was $345.0 held in the trust account, which was included in “Investments held in trust” on the Condensed Consolidated Balance Sheet as the period in which the Company had to complete a partnering transaction was greater than twelve months as of September 30, 2021. The public stockholders’ ownership of PHPC equity represents a noncontrolling interest (“NCI”) to the Company, which is classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock is redeemable at the option of the public stockholders in certain circumstances. The carrying amount of the redeemable NCI is equal to the greater of (i) the initial carrying amount, increased or decreased for the redeemable NCI’s share of PHPC’s net income or loss, other comprehensive income or loss (“OCI”) and distributions or (ii) the redemption value. The public stockholders of PHPC Series A Common Stock will be entitled in certain circumstances to redeem their shares of PHPC Series A Common Stock for a pro rata portion of the amount in the trust account at $10.00 per share of PHPC Series A Common Stock held, plus any pro rata interest earned on the funds held in the trust account and not previously released to PHPC, to pay taxes. As of June 30, 2022 and September 30, 2021, the carrying amount of the redeemable NCI was recorded at its redemption value of $305.4 and $305.0, respectively. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend and are recorded to “Retained earnings” on the Condensed Consolidated Balance Sheets. In connection with the PHPC IPO, PHPC incurred offering costs of $17.9, of which $16.9 was recorded to the redeemable NCI and $1.0 was reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2021. Of the $17.9 offering costs incurred, $10.7 were deferred underwriting commissions that will become payable to the underwriters solely in the event that PHPC completes a partnering transaction and were included in “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheets at June 30, 2022 and September 30, 2021, respectively. As of both June 30, 2022 and September 30, 2021, the Company beneficially owned 31.0% of the equity of PHPC and the net income and net assets of PHPC were consolidated within the Company’s financial statements. The remaining 69.0% of the consolidated net income and net assets of PHPC, representing the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation. The following table summarizes the effects of changes in the Company’s redeemable NCI on the Company’s equity. The period for the nine months ended June 30, 2021 represents the period beginning May 28, 2021, the effective date of the PHPC IPO, and ending June 30, 2021. Three Months Ended Nine Months Ended 2022 2021 2022 2021 PHPC IPO offering costs $ — $ (16.9) $ — $ (16.9) Initial valuation of PHPC Warrants — (16.9) — (16.9) Net earnings (loss) attributable to redeemable NCI 2.2 (1.5) 4.4 (1.5) Redemption value adjustment (0.4) — (0.4) — PHPC deemed dividend $ 1.8 $ (35.3) $ 4.0 $ (35.3) The following table summarizes the changes to the Company’s redeemable NCI. The period as of and for the nine months ended June 30, 2021 represents the period beginning May 28, 2021, the effective date of the PHPC IPO, and ending June 30, 2021. As Of and For The Three Months Ended As Of and For The Nine Months Ended 2022 2021 2022 2021 Beginning of period $ 305.0 $ — $ 305.0 $ — Impact of PHPC IPO (a) — 271.2 — 271.2 Net earnings (loss) attributable to redeemable NCI 2.2 (1.5) 4.4 (1.5) PHPC deemed dividend (1.8) 35.3 (4.0) 35.3 End of period $ 305.4 $ 305.0 $ 305.4 $ 305.0 (a) For the three and nine months ended June 30, 2021, the impact of the PHPC IPO includes the value of PHPC Units owned by public stockholders of $305.0 less offering costs of $16.9 and the initial valuation of PHPC Warrants of $16.9. 8th Avenue The Company has a 60.5% common equity interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”) that is accounted for using the equity method. In determining the accounting treatment of the common equity interest, management concluded that 8th Avenue was not a VIE as defined by ASC Topic 810, and as such, 8th Avenue was evaluated under the voting interest model. Based on the terms of 8th Avenue’s governing documents, management determined that the Company does not have a controlling voting interest in 8th Avenue due to substantive participating rights held by third parties associated with the governance of 8th Avenue. However, Post does retain significant influence, and therefore, the use of the equity method of accounting is required. The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (16.3) $ (72.5) $ (35.0) 60.5 % 60.5 % 60.5 % 60.5 % Equity method loss attributable to Post $ (10.2) $ (9.9) $ (43.9) $ (21.2) Less: Amortization of basis difference, net of tax (a) 1.7 1.7 5.1 5.1 Equity method loss, net of tax $ (11.9) $ (11.6) $ (49.0) $ (26.3) (a) The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a basis difference of $70.3. The basis difference related to property, plant and equipment and other intangible assets is being amortized over the weighted-average useful lives of the assets. At June 30, 2022 and September 30, 2021, the remaining basis difference to be amortized was $42.7 and $47.8, respectively. Summarized financial information of 8th Avenue is presented in the following table. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net sales $ 267.4 $ 214.8 $ 783.2 $ 664.5 Gross profit $ 45.5 $ 31.5 $ 101.7 $ 101.2 Net loss $ (6.6) $ (7.1) $ (42.7) $ (8.2) Less: Preferred stock dividend 10.2 9.2 29.8 26.8 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (16.3) $ (72.5) $ (35.0) The Company provides services to 8th Avenue under a master services agreement (the “MSA”), as well as certain advisory services for a fee. The Company recorded MSA and advisory income of $0.8 and $2.4 during the three and nine months ended June 30, 2022, respectively, and $0.9 and $2.5 during the three and nine months ended June 30, 2021, respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. During the three and nine months ended June 30, 2022, the Company had net sales to 8th Avenue of $3.1 and $6.3, respectively, and purchases from and royalties paid to 8th Avenue of $19.2 and $68.9, respectively. During the three and nine months ended June 30, 2021, the Company had net sales to 8th Avenue of $1.4 and $5.4, respectively, and purchases from and royalties paid to 8th Avenue of $19.5 and $37.1, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was $17.6 and $66.6 at June 30, 2022 and September 30, 2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had current receivables, current payables and a long-term liability with 8th Avenue of $8.7, $2.4 and $0.7, respectively, at June 30, 2022 and current receivables, current payables and a long-term liability of $4.6, $1.2 and $0.7, respectively, at September 30, 2021. The current receivables, current payables and long-term liability were included in “Receivables, net,” “Accounts payable” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets and related to the separation of 8th Avenue from the Company, MSA fees, pass through charges owed by 8th Avenue to the Company and related party sales and purchases. Investment in BellRing The Company owned 14.2% of the outstanding BellRing Common Stock as of June 30, 2022, which does not represent a controlling interest in BellRing and is accounted for as an equity security. The Company’s Investment in BellRing was initially recorded at a zero carrying value immediately following the BellRing Spin-off (see Note 3) and remeasured to fair value for the periods subsequent to the BellRing Spin-off. As of June 30, 2022, the Company’s Investment in BellRing was recorded at its fair value of $482.8, and was included in “Investment in BellRing” on the Condensed Consolidated Balance Sheet (see Note 14) . The Company recognized a gain on its Investment in BellRing of $35.1 and $482.8 during the three and nine months ended June 30, 2022, respectively, which was recorded in “Gain on investment in BellRing” in the Condensed Consolidated Statements of Operations. No deferred income taxes have been recorded with respect to the non-cash mark-to-market adjustment on the Company’s Investment in BellRing as of June 30, 2022, as the Company expects to divest its Investment in BellRing within 12 months from the BellRing Spin-off in a manner intended to qualify as tax-free for U.S. federal income tax purposes (see Note 3). Weetabix East Africa and Alpen The Company holds a controlling equity interest in Weetabix East Africa Limited (“Weetabix East Africa”). Weetabix East Africa is a Kenyan-based company that produces ready-to-eat (“RTE”) cereal and muesli. The Company owns 50.1% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on Weetabix East Africa’s board of directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements and its assets and results of operations are reported in the Weetabix segment (see Note 19). The remaining interest in the consolidated net income and net assets of Weetabix East Africa is allocated to NCI. The Company holds an equity interest in Alpen Food Company South Africa (Pty) Limited (“Alpen”). Alpen is a South African-based company that produces RTE cereal and muesli. The Company owns 50% of Alpen’s common stock with no other indicators of control, and accordingly, the Company accounts for its investment in Alpen using the equity method. The Company’s equity method loss, net of tax, attributable to Alpen was $0.1 and $0.3 for the three and nine months ended June 30, 2022, respectively, and zero and $0.2 for the three and nine months ended June 30, 2021, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $4.7 and $4.1 at June 30, 2022 and September 30, 2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.5 at both June 30, 2022 and September 30, 2021, which was included in “Other assets” on the Condensed Consolidated Balance Sheets. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The Company accounts for acquisitions using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Any excess of the estimated fair values of the identifiable net assets over the purchase price is recorded as a gain on bargain purchase. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees. Fiscal 2022 On April 5, 2022, the Company completed its acquisition of Lacka Foods Limited (“Lacka Foods”) for £24.5 million (approximately $32.2), net of cash acquired. The acquisition included earnings-based contingent consideration of £3.5 million (approximately $4.6), representing its initial fair value estimate, which may be paid to the seller in annual installments over the next three years with a maximum cash payout of £3.5 million. The acquisition was completed using cash on hand. Lacka Foods is a United Kingdom (“U.K.”)-based distributor and marketer of ready-to-drink protein shakes and nutritional snacks. Lacka Foods is reported in the Weetabix segment (see Note 19). Based upon the preliminary purchase price allocation, the Company identified and recorded net assets of $32.9, including cash acquired of $0.7. The net assets acquired included customer relationships and trademarks and brands of $11.8 and $8.9, respectively, which will each be amortized over a weighted-average period of 13 years. Preliminary values of the Lacka Foods acquisition are not yet finalized pending the final purchase price allocation and are subject to change. Fiscal 2021 On June 1, 2021, the Company completed its acquisition of the private label RTE cereal business from TreeHouse Foods, Inc. (the “PL RTE Cereal Business”) for $85.0, subject to inventory and other adjustments, resulting in a payment at closing of $88.0. The acquisition was completed using cash on hand. The PL RTE Cereal Business is reported in the Post Consumer Brands segment (see Note 19). Based on the purchase price allocation at September 30, 2021, the Company identified and recorded $99.5 of net assets, which exceeded the purchase price paid for the PL RTE Cereal Business. As a result, the Company recorded a gain of $11.5, which was reported as other operating income in fiscal 2021. On May 27, 2021, the Company completed its acquisition of the Egg Beaters liquid egg brand (“Egg Beaters”) from Conagra Brands, Inc. for $50.0, subject to working capital and other adjustments, resulting in a payment at closing of $50.6. The acquisition was completed using cash on hand. Egg Beaters is a retail liquid egg brand and is reported in the Refrigerated Retail segment (see Note 19). On February 1, 2021, the Company completed its acquisition of the Almark Foods business and related assets (“Almark”) for $52.0, subject to working capital and other adjustments, resulting in a payment at closing of $51.3. The acquisition was completed using cash on hand. Almark is a provider of hard-cooked and deviled egg products, offering conventional, organic and cage-free products, and distributes its products to foodservice distributors, as well as across retail outlets, including in the perimeter-of-the-store and the deli counter. Almark is reported in the Foodservice and Refrigerated Retail segments (see Note 19). At September 30, 2021, the Company had recorded an estimated working capital receivable of $3.0, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. During the nine months ended June 30, 2022, the Company recorded a final measurement period adjustment and a working capital adjustment of $0.3 and $1.3, respectively, and reached a final net working capital settlement, resulting in an amount received by the Company of $2.9. As a result of the final net working capital settlement, the Company recorded a gain of $1.2, which was included in “Other operating (income) expense, net” in the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2022. On January 25, 2021, the Company completed its acquisition of the Peter Pan nut butter brand (“Peter Pan”) from Conagra Brands, Inc. for $102.0, subject to working capital and other adjustments, resulting in a payment at closing of $103.4. The acquisition was completed using cash on hand. Peter Pan is a nationally recognized brand with a diversified customer base across key channels and is reported in the Post Consumer Brands segment (see Note 19). All Peter Pan nut butter products are currently co-manufactured by 8th Avenue, in which the Company has a 60.5% common equity interest (see Note 4). In April 2021, the Company reached a final settlement of net working capital, resulting in an amount received by the Company of $2.0. Unaudited Pro Forma Information The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of the fiscal 2021 acquisitions for the periods presented as if these acquisitions had occurred on October 1, 2019, along with certain pro forma adjustments. The results of operations for the fiscal 2022 acquisition were immaterial for presentation within the following unaudited pro forma information. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, inventory revaluation adjustments on acquired businesses, interest expense, transaction costs, gain on bargain purchase 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. Pro forma adjustments related to the fiscal 2021 acquisitions did not affect results of operations for the three and nine months ended June 30, 2022. Three Months Ended Nine Months Ended Pro forma net sales $ 1,285.1 $ 3,828.4 Pro forma net (loss) earnings from continuing operations available to common shareholders $ (86.1) $ 91.7 Pro forma basic (loss) earnings from continuing operations per common share $ (1.45) $ 1.32 Pro forma diluted (loss) earnings from continuing operations per common share $ (1.45) $ 1.30 |
Amounts Held for Sale (Notes)
Amounts Held for Sale (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Assets and Liabilities Held for Sale [Abstract] | |
Amounts Held for Sale | DIVESTITURE AND AMOUNTS HELD FOR SALE Divestiture On December 1, 2021, the Company sold the Willamette Egg Farms business (the “WEF Transaction”), which included $62.8 book value of assets, for total proceeds of $56.1. Of the $56.1, the Company had $6.0 held in escrow, subject to certain contingencies, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet at June 30, 2022. As a result of the WEF Transaction, during the nine months ended June 30, 2022, the Company recorded a net loss on sale of business of $6.3, which included a favorable working capital adjustment of $0.4 and was reported as “Other operating (income) expense, net” in the Condensed Consolidated Statement of Operations. Subsequent to the WEF Transaction, Willamette Egg Farms was no longer consolidated in the Company’s financial statements. Prior to the WEF Transaction, Willamette Egg Farms’ operating results were reported in the Refrigerated Retail segment. Amounts Held For Sale The Company had certain Foodservice production equipment in Klingerstown, Pennsylvania (the “Klingerstown Equipment”) classified as held for sale. The Company sold the Klingerstown Equipment in November 2021. In the nine months ended June 30, 2022, a gain on assets held for sale of $9.8 was recorded related to the sale of the Klingerstown Equipment. The Company received total proceeds of $10.3, which was included in “Proceeds from sale of property and assets held for sale” on the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2022. There were no held for sale gains or losses recorded in the three months ended June 30, 2022. In the nine months ended June 30, 2021, a net gain on assets held for sale of $0.5 was recorded consisting of (i) a gain of $0.7 related to the sale of a Weetabix manufacturing facility in Corby, U.K. in November 2020, (ii) a loss of $0.1 related to the sale of land and a building at the Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina in November 2020 and (iii) a loss of $0.1 related to the sale of the remaining portion of a Post Consumer Brands RTE cereal manufacturing plant in Clinton, Massachusetts in February 2021. There were no held for sale gains or losses recorded in the three months ended June 30, 2021. The above held for sale gains and losses were included in “Other operating (income) expense, net” in the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2022 and 2021. |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective income tax rate was 15.9% and 5.8% for the three and nine months ended June 30, 2022, respectively. In accordance with ASC Topic 740, “Income Taxes,” the Company records income tax es for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods. In the three and nine months ended June 30, 2022, the effective income tax rate differed significantly from the statutory rate primarily as a res ult of (i) a $35.1 and $482.8, respectively, non-cash mark-to-market adjustment on the Company’s Investment in BellRing, which is expected to be divested in a tax-free manner, and (ii) $2.9 and $12.1, respectively, of discrete income tax benefit items related to the Company’s equity method loss attributable to 8th Avenue. See Note 4 for additional information on the Investment in BellRing and the 8th Avenue equity method loss. The effective income tax rate was (42.3)% and 34.0% for the three and nine months ended June 30, 2021, respectively. The effective income tax rates differed significantly from the statutory rates in both prior year periods, primarily due to enacted tax law changes in the U.K., which included a provision to increase the U.K.’s corporate income tax rate from 19% to 25%, effective April 1, 2023. During the three and nine months ended June 30, 2021, the Company remeasured its existing deferred tax assets and liabilities considering the 25% U.K. corporate income tax rate for future periods and recorded tax expense of $39.3. Other changes made to the U.K.’s tax laws did not have a material impact on the Company’s financial statements during the three or nine months ended June 30, 2021. In connection with and upon completion of the BellRing Spin-off, Post entered into a tax matters agreement by and among Post, BellRing and Old BellRing (the “Tax Matters Agreement”). The Tax Matters Agreement (i) governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, that may be incurred if the BellRing Spin-off and related transactions fail to qualify for their intended tax treatment, (ii) addresses U.S. federal, state, local and non-U.S. tax matters and (iii) sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. Pursuant to the Tax Matters Agreement, BellRing has agreed to indemnify Post for (i) all taxes for which BellRing is responsible (as described in the Tax Matters Agreement) and (ii) all taxes incurred by reason of certain actions or events, or by reason of any breach by BellRing or any of its subsidiaries of any of their respective representations, warranties or covenants under the Tax Matters Agreement that, in each case, affect the intended tax-free treatment of the BellRing Spin-off and related transactions. Additionally, Post has agreed to indemnify BellRing for the (i) taxes for which Post is responsible (as described in the Tax Matters Agreement) and (ii) taxes attributable to a failure of the BellRing Spin-off and related transactions to qualify as tax-free, to the extent incurred by any action or failure to take any action within the control of Post. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 9 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings per Share | EARNINGS (LOSS) PER SHAREIn accordance with ASC Topic 260, “Earnings Per Share,” the Company has presented basic and diluted earnings (loss) per share for both continuing and discontinued operations. Basic earnings (loss) per share is based on the average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend (see Note 4). As allowed for within ASC Topic 480, “Distinguishing Liabilities from Equity,” the Company has made an election to treat the portion of the deemed dividend that exceeds fair value as an adjustment to income available to common shareholders for basic and diluted earnings (loss) from continuing operations per share. In addition, “Net earnings from discontinued operations for diluted earnings per share” in the table below was adjusted for the Company’s share of Old BellRing’s consolidated net (loss) earnings prior to the BellRing Spin-off for diluted earnings per share, to the extent it was dilutive. In accordance with ASC Topic 260, net earnings (loss) from continuing operations was utilized as the “control number” to determine whether potential shares of common stock are dilutive or anti-dilutive. The following table sets forth the computation of basic and diluted earnings (loss) per share for both continuing and discontinued operations. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net Earnings (Loss) from Continuing Operations Net earnings (loss) from continuing operations $ 170.2 $ (76.1) $ 651.1 $ 96.6 Impact of redeemable NCI (2.9) (6.4) 1.4 (6.4) Net earnings (loss) from continuing operations for basic and diluted earnings (loss) per share $ 167.3 $ (82.5) $ 652.5 $ 90.2 Net Earnings from Discontinued Operations Net earnings from discontinued operations for basic earnings per share $ — $ 21.8 $ 21.6 $ 40.2 Dilutive impact of Old BellRing net earnings from discontinued operations — — — — Net earnings from discontinued operations for diluted earnings per share $ — $ 21.8 $ 21.6 $ 40.2 Net Earnings (Loss) Net earnings (loss) for basic and diluted earnings (loss) per share $ 167.3 $ (60.7) $ 674.1 $ 130.4 shares in millions Weighted-average shares for basic earnings (loss) per share 60.4 63.7 61.5 64.5 Effect of dilutive securities: Stock options 0.4 — 0.3 0.6 Stock appreciation rights — — — 0.1 Restricted stock units 0.7 — 0.4 0.3 Performance-based restricted stock units 0.1 — 0.1 0.1 Total dilutive securities 1.2 — 0.8 1.1 Weighted-average shares for diluted earnings (loss) per share 61.6 63.7 62.3 65.6 Earnings (Loss) from Continuing Operations per Common Share: Basic $ 2.77 $ (1.30) $ 10.61 $ 1.40 Diluted $ 2.72 $ (1.30) $ 10.47 $ 1.38 Earnings from Discontinued Operations per Common Share: Basic $ — $ 0.34 $ 0.35 $ 0.62 Diluted $ — $ 0.34 $ 0.35 $ 0.61 Earnings (Loss) per Common Share: Basic $ 2.77 $ (0.95) $ 10.96 $ 2.02 Diluted $ 2.72 $ (0.95) $ 10.82 $ 1.99 The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings (loss) per share for both continuing and discontinued operations as they were anti-dilutive. Three Months Ended Nine Months Ended shares in millions 2022 2021 2022 2021 Stock options — 1.2 — — Stock appreciation rights — 0.1 — — Restricted stock units — 0.8 0.4 — Performance-based restricted stock units 0.2 0.3 0.2 — |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2022 | |
Inventory [Abstract] | |
Inventories | INVENTORIES June 30, September 30, 2021 Raw materials and supplies $ 126.9 $ 99.6 Work in process 22.6 19.2 Finished products 347.1 318.7 Flocks 27.9 39.1 $ 524.5 $ 476.6 |
Property, net
Property, net | 9 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET June 30, September 30, 2021 Property, at cost $ 3,215.6 $ 3,217.9 Accumulated depreciation (1,488.2) (1,387.4) $ 1,727.4 $ 1,830.5 |
Goodwill (Notes)
Goodwill (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill [Abstract] | |
Goodwill | GOODWILL The changes in the carrying amount of goodwill by segment are noted in the following table. Post Consumer Brands Weetabix Foodservice Refrigerated Retail Total Balance, September 30, 2021 Goodwill (gross) $ 2,067.1 $ 929.4 $ 1,355.0 $ 807.9 $ 5,159.4 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,458.0 $ 929.4 $ 1,355.0 $ 759.2 $ 4,501.6 Goodwill acquired (a) — 13.9 0.3 — 14.2 Sale of business (b) — — — (4.2) (4.2) Currency translation adjustment — (91.3) — — (91.3) Balance, June 30, 2022 Goodwill (gross) $ 2,067.1 $ 852.0 $ 1,355.3 $ 803.7 $ 5,078.1 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,458.0 $ 852.0 $ 1,355.3 $ 755.0 $ 4,420.3 (a) In April 2022, the Company recorded $13.9 of goodwill related to its acquisition of Lacka Foods, and in January 2022, the Company recorded a final measurement period adjustment of $0.3 related to the Almark acquisition. For additional information on the Company’s acquisitions, see Note 5. (b) In December 2021, the Company completed the WEF Transaction. For additional information, see Note 6. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows: June 30, 2022 September 30, 2021 Carrying Accumulated Net Carrying Accumulated Net Subject to amortization: Customer relationships $ 2,144.0 $ (792.1) $ 1,351.9 $ 2,163.1 $ (716.4) $ 1,446.7 Trademarks and brands 650.7 (252.6) 398.1 647.9 (228.5) 419.4 2,794.7 (1,044.7) 1,750.0 2,811.0 (944.9) 1,866.1 Not subject to amortization: Trademarks and brands 1,031.9 — 1,031.9 1,058.3 — 1,058.3 $ 3,826.6 $ (1,044.7) $ 2,781.9 $ 3,869.3 $ (944.9) $ 2,924.4 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 9 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging | DERIVATIVE FINANCIAL INSTRUMENTS In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. 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. At June 30, 2022, the Company’s derivative instruments, none of which were designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging,” consisted of: • commodity and energy futures, swaps and option contracts which relate to inputs that generally will be utilized within the next two years; • foreign currency forward contracts maturing in the next year that have the effect of hedging currency fluctuations between the Euro and the Pound Sterling; • interest rate swaps that have the effect of hedging interest payments on debt expected to be issued but not yet priced, including: ◦ a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements; and ◦ rate-lock interest rate swaps that require lump sum settlements with the first settlement occurring in July 2023 and th e last in July 2026; and • the PHPC Warrants (see Note 4). During the third quarter of fiscal 2022, the Company terminated $700.0 notional value of its rate-lock interest rate swap contracts. In connection with this termination, the Company paid $17.0, which was recorded in “(Income) expense on swaps, net” in the Condensed Consolidated Statement of Operations. The Company also restructured two of its rate-lock interest rate swap contracts, which contain non-cash, off-market financing elements. There were no cash settlements paid or received in connection with these restructurings. In fiscal 2021, the Company restructured four of its rate-lock interest rate swap contracts, which contain non-cash, off-market financing elements. There were no cash settlements paid or received in connection with these restructurings. The following table shows the notional amounts of derivative instruments held. June 30, September 30, 2021 Commodity contracts $ 89.6 $ 56.4 Energy contracts 26.4 45.9 Foreign exchange contracts - Forward contracts 3.9 — Interest rate swaps 200.0 200.0 Interest rate swaps - Rate-lock swaps 849.3 1,549.3 PHPC Warrants 16.9 16.9 The following table presents the balance sheet location and fair value of the Company’s derivative instruments. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets. Balance Sheet Location June 30, September 30, 2021 Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 3.9 $ 16.3 Energy contracts Prepaid expenses and other current assets 25.8 20.1 Interest rate swaps Prepaid expenses and other current assets 1.1 — Commodity contracts Other assets 0.1 2.9 Energy contracts Other assets 2.5 2.0 Interest rate swaps Other assets 1.1 24.2 $ 34.5 $ 65.5 Liability Derivatives: Commodity contracts Other current liabilities $ 4.6 $ 2.8 Energy contracts Other current liabilities 1.1 — Interest rate swaps Other current liabilities — 124.9 Foreign exchange contracts Other current liabilities 0.1 — Commodity contracts Other liabilities 0.1 — Interest rate swaps Other liabilities 107.0 246.8 PHPC Warrants Other liabilities 2.8 9.2 $ 115.7 $ 383.7 The following table presents the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2022 and 2021. Derivative Instruments Statement of Operations Location Loss (Gain) Recognized in Statement of Operations 2022 2021 Commodity contracts Cost of goods sold $ 3.6 $ (11.9) Energy contracts Cost of goods sold (10.3) (12.4) Foreign exchange contracts Selling, general and administrative expenses 0.1 (0.5) Interest rate swaps (Income) expense on swaps, net (131.6) 121.6 PHPC Warrants Other income, net (2.8) 1.5 The following table presents the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2022 and 2021. Derivative Instruments Statement of Operations Location (Gain) Loss Recognized in Statement of Operations 2022 2021 Commodity contracts Cost of goods sold $ (26.0) $ (21.6) Energy contracts Cost of goods sold (28.7) (31.7) Foreign exchange contracts Selling, general and administrative expenses 0.1 0.7 Interest rate swaps (Income) expense on swaps, net (222.9) (105.6) PHPC Warrants Other income, net (6.3) 1.5 Accumulated OCI included a $99.5 net gain on hedging instruments before taxes ($74.9 after taxes) at both June 30, 2022 and September 30, 2021 related to settlements of and previously unrealized gains on cross-currency swaps. Reclassification of these amounts recorded in accumulated OCI into earnings will only occur in the event U.K.-based operations are substantially liquidated. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table presents the Company’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, “Fair Value Measurement.” June 30, 2022 September 30, 2021 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investments $ 13.2 $ 13.2 $ — $ 15.5 $ 15.5 $ — Derivative assets 34.5 — 34.5 65.5 — 65.5 Equity securities 31.7 31.7 — 28.9 28.9 — Investment in BellRing 482.8 482.8 — — — — $ 562.2 $ 527.7 $ 34.5 $ 109.9 $ 44.4 $ 65.5 Liabilities: Deferred compensation liabilities $ 37.0 $ — $ 37.0 $ 36.0 $ — $ 36.0 Derivative liabilities 115.7 2.8 112.9 383.7 9.2 374.5 $ 152.7 $ 2.8 $ 149.9 $ 419.7 $ 9.2 $ 410.5 Deferred Compensation The deferred compensation investments are primarily invested in mutual funds, and their fair value is measured using the market approach. These investments are in the same funds, or funds that employ a similar investment strategy, and are 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. Derivatives The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Foreign exchange contracts are valued using the spot rate less the forward 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. Refer to Note 13 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. The PHPC Warrants were initially valued using the Monte Carlo Option Pricing Method. The initial fair value measurement was categorized as Level 3, as the fair values utilized significant unobservable inputs. However, as of June 30, 2022 and September 30, 2021, the PHPC Warrants were valued using the market approach based on quoted prices as the PHPC Warrants became actively traded on the NYSE during the fourth quarter of fiscal 2021 and are now categorized as Level 1. For additional information on the PHPC Warrants, see Notes 4 and 13. Equity Securities and Investment in BellRing The Company uses the market approach to measure the fair value of its equity securities. The Investment in BellRing represents the Company’s 14.2% equity interest in BellRing as of June 30, 2022, which was measured at its fair value of $482.8 based on the trading value of the BellRing Common Stock on June 30, 2022 . Other Fair Value Measurements Investments held in trust are invested in a fund consisting entirely of U.S. treasury securities. The fund is valued at net asset value (“NAV”) per share, and as such, in accordance with ASC Topic 820, the investments have not been classified in the fair value hierarchy. Investments held in trust are reported at fair value on the Condensed Consolidated Balance Sheets (see Note 4). The Company’s financial assets and liabilities also include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its current portion of long-term debt and long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair values of any outstanding borrowings under the municipal bond as of June 30, 2022 and September 30, 2021 approximated their carrying values. Based on current market rates, the fair value (Level 2) of the Company’s debt, excluding any outstanding borrowings under the municipal bond (which is also categorized as Level 2), was $5,312.7 and $6,596.7 as of June 30, 2022 and September 30, 2021, respectively. Certain assets and liabilities, including property, goodwill and other intangible assets and assets held for sale, are measured at fair value on a non-recurring basis. The Company sold the Klingerstown Equipment in the first quarter of fiscal 2022. The Klingerstown Equipment was reported in the Foodservice segment. For additional information on assets held for sale, see Note 6. The fair value of assets held for sale was measured on a non-recurring basis based on the lower of the carrying amount or fair value less cost to sell. When applicable, the fair value is adjusted to reflect an offer to purchase the assets. The fair value measurement was categorized as Level 3, as the fair value utilizes significant unobservable inputs. The following table summarizes the Level 3 activity. Balance, September 30, 2021 $ — Transfer of assets into held for sale 0.5 Net gain related to assets held for sale 9.8 Proceeds from the sale of assets held for sale (10.3) Balance, June 30, 2022 $ — |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt as of the dates indicated consisted of the following: June 30, September 30, 2021 4.50% senior notes maturing September 2031 $ 1,741.1 $ 1,800.0 4.625% senior notes maturing April 2030 1,650.0 1,650.0 5.50% senior notes maturing December 2029 1,235.0 750.0 5.625% senior notes maturing January 2028 940.9 940.9 5.75% senior notes maturing March 2027 459.3 1,299.3 Municipal bond 6.4 7.5 $ 6,032.7 $ 6,447.7 Less: Current portion of long-term debt 1.1 1.1 Debt issuance costs, net 40.8 47.2 Plus: Unamortized premium, net 41.6 42.2 Total long-term debt $ 6,032.4 $ 6,441.6 Debt Transactions in Connection with the BellRing Spin-off On March 8, 2022, Post entered into a Joinder Agreement No. 1 (the “First Joinder Agreement”) by and among Post, as borrower, certain of Post’s subsidiaries, as guarantors, the Funding Incremental Term Loan Lenders (as defined in the First Joinder Agreement, referred to herein as the “First Funding Incremental Term Loan Lenders”), Barclays Bank PLC, as administrative agent, and JPMorgan Chase Bank, N.A., as sub-agent to the administrative agent. The First Joinder Agreement provided for an incremental term loan (the “First Incremental Term Loan”) of $840.0 under Post’s Credit Agreement (as defined below), which Post borrowed in full on March 8, 2022. Interest on the First Incremental Term Loan accrued at the adjusted term secured overnight financing rate (“SOFR”) rate (as defined in the Credit Agreement) plus a margin of 1.50% per annum. The maturity date for the First Incremental Term Loan was May 6, 2022. The First Joinder Agreement permitted Post to repay the First Incremental Term Loan, in whole or in part, in cash or, in lieu of cash, to exchange its obligations under the First Incremental Term Loan with the First Funding Incremental Term Loan Lenders for the BellRing Notes. On March 10, 2022, Post and the First Funding Incremental Term Loan Lenders entered into an exchange agreement (the “Exchange Agreement”) pursuant to which Post repaid the First Incremental Term Loan and all accrued and unpaid interest and expenses owed thereunder through a combination of (i) with respect to the principal amount owed under the First Incremental Term Loan, the assignment and transfer by Post of all $840.0 of the BellRing Notes to the First Funding Incremental Term Loan Lenders and (ii) with respect to accrued and unpaid interest and fees and expenses owed under the First Incremental Term Loan, cash on hand (collectively, the “Debt-for-Debt Exchange”). As provided in the Exchange Agreement, upon completion of the transfer of the BellRing Notes to the First Funding Incremental Term Loan Lenders and payment of interest, fees and expenses, the First Incremental Term Loan was deemed satisfied and paid in full. The Company incurred a $3.5 loss during the nine months ended June 30, 2022 related to the write-off of debt issuance costs in connection with the First Joinder Agreement and Exchange Agreement, which were included in “(Gain) loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations. On March 17, 2022, the Company redeemed $840.0 in aggregate principal amount, or approximately 65%, of the outstanding 5.75% senior notes maturing in March 2027 using the proceeds from the First Incremental Term Loan. The 5.75% senior notes were redeemed at a redemption price of 102.875% of the aggregate principal amount of the 5.75% senior notes being redeemed, plus accrued and unpaid interest for each day from March 1, 2022 to, but excluding, March 17, 2022. The Company incurred a $15.8 loss during the nine months ended June 30, 2022 related to the partial redemption of the 5.75% senior notes, which was included in “(Gain) loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations. This loss included a $24.1 premium payment for early redemption, which was paid using cash on hand, and a $5.0 write-off of debt issuance costs, partially offset by a $13.3 write-off of unamortized premiums. Senior Notes On December 22, 2021, the Company issued an additional $500.0 principal value of 5.50% senior notes maturing in December 2029. The additional 5.50% senior notes were issued at a price of 103.5% of the par value, and the Company received $514.0 after incurring investment banking and other fees and expenses of $3.5, which were deferred and are being amortized to interest expense over the term of the notes. The premium related to the 5.50% senior notes was recorded as an unamortized premium and is being amortized as a reduction to interest expense over the term of the 5.50% senior notes. Interest payments on the 5.50% senior notes are due semi-annually each June 15 and December 15. Credit Agreement On March 18, 2020, the Company entered into a second amended and restated credit agreement (a s amended, including by the First Joinder Agreement, restated or amended and restated, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $750.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0 . As of June 30, 2022, the Revolving Credit Facility had outstanding letters of cre dit of $21.2, which reduced the available borrowing capacity to $728.8. As of September 30, 2021, the Revolving Credit Facility had outstanding letters of cre dit of $19.2, which reduced the available borrowing capacity to $730.8 . Any outstanding amounts under the Revolving Credit Facility must be repaid on or before March 18, 2025. The Credit Agreement provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement. The Credit Agreement permits the Company to designate certain of its subsidiaries as unrestricted subsidiaries and once so designated, permits the disposition of (and authorizes the release of liens on) the assets of, and the equity interests in, such unrestricted subsidiaries and permits the release of such unrestricted subsidiaries as guarantors under the Credit Agreement. The Company’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries, PHPC and PHPC Sponsor) and are secured by security interests in substantially all of the Company’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property. On September 3, 2021, the Company entered into an amendment to the Credit Agreement to change the reference interest rate applicable to revolving loan borrowings in Pounds Sterling from a Eurodollar rate-based rate to a rate based on the Sterling Overnight Index Average. On December 17, 2021, the Company entered into a second amendment to the Credit Agreement to, among other provisions, facilitate the BellRing Spin-off. For additional information regarding the BellRing Spin-off, see Note 3. The amendment also amended the Credit Agreement to change the reference interest rate applicable to revolving loan borrowings in U.S. Dollars from LIBOR to a rate based on the adjusted term SOFR rate (as defined in the Credit Agreement). During the nine months ended June 30, 2022 , the Company paid $0.4 of deferred financing fees in connection with the amendment. Borrowings in U.S. Dollars under the Revolving Credit Facility bear interest, at the option of the Company, at an annual rate equal to either (a) the term SOFR rate or (b) the base rate determined by reference to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted term SOFR rate plus 1.00% per annum, in each case plus an applicable margin, which is determined by reference to the secured net leverage ratio (as defined in the Credit Agreement), with the applicable margin for adjusted term SOFR rate loans and base rate loans being (i) 2.00% and 1.00%, respectively, if the secured net leverage ratio is greater than or equal to 3.00:1.00, (ii) 1.75% and 0.75%, respectively, if the secured net leverage ratio is less than 3.00:1.00 and greater than or equal to 1.50:1.00 or (iii) 1.50% and 0.50%, respectively, if the secured net leverage ratio is less than 1.50:1.00. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility accrue at a rate of 0.375% per annum if the Company’s secured net leverage ratio is greater than 3.00:1.00, and will accrue at a rate of 0.25% per annum if the Company’s secured net leverage ratio is less than or equal to 3.00:1.00. 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 indebtedness in excess of $100.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $100.0, attachments issued against all or any material part of the Company’s property, certain events under the Employee Retirement Income Security Act of 1974 (“ERISA”), a change of control (as defined in the Credit Agreement), the invalidity of any loan document and the failure of the collateral documents to create a valid and perfected first priority lien (subject to certain permitted liens). Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate 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 of the Company’s obligations under the Credit Agreement. Municipal Bond In connection with the construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company incurred debt that guarantees the repayment of certain industrial revenue bonds used to finance the construction of the project. Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028. Repayments of Long-Term Debt The following tables show the Company’s repayments of long-term debt included in the Condensed Consolidated Statements of Cash Flows and the associated gain or loss included in “(Gain) loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. There were no repayments of long-term debt during the three months ended June 30, 2021. Three Months Ended Repayments of Long-Term Debt (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Debt Discounts (Received) / Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premium 4.50% senior notes $ 58.9 $ (9.4) $ 0.5 $ — 5.50% senior notes 15.0 (1.2) 0.1 (0.2) 2022 Total $ 73.9 $ (10.6) $ 0.6 $ (0.2) Nine Months Ended Repayments of Long-Term Debt (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Debt Discounts (Received) / Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premium 5.75% senior notes $ 840.0 $ 24.1 $ 5.0 $ (13.3) 4.50% senior notes 58.9 (9.4) 0.5 — 5.50% senior notes 15.0 (1.2) 0.1 (0.2) Municipal bond 1.1 — — — 2022 Total $ 915.0 $ 13.5 $ 5.6 $ (13.5) 5.00% senior notes $ 1,697.3 $ 74.3 $ 18.9 $ — Municipal bond 1.0 — — — 2021 Total $ 1,698.3 $ 74.3 $ 18.9 $ — Tender Offer On June 27, 2022, the Company commenced a modified “Dutch Auction” tender offer to purchase up to $450.0 in aggregate cash consideration (excluding accrued interest) of its (i) 4.625% senior notes maturing in April 2030 at a bid range of 81% to 88% of par and (ii) 4.50% senior notes maturing in September 2031 at a bid range of 80% to 87% of par (collectively, the “Tender Offer”). The Tender Offer expired on July 25, 2022, and included a tender premium of 5% of par for holders who tendered their senior notes prior to 5:00 p.m., New York City time, on July 11, 2022 (the “Tender Premium”). Refer to Note 20 for additional information regarding the completion of the Tender Offer subsequent to June 30, 2022. Debt Covenants Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of June 30, 2022, the Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30% of the Company’s revolving credit commitments. The Credit Agreement provides for incremental revolving and term loan facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Jun. 30, 2022 | |
Legal Proceedings [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings Antitrust Claims In late 2008 and early 2009, approximately 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc. (“MFI”), a wholly-owned subsidiary of the Company, and approximately 20 other defendants (producers of shell eggs and egg products and egg industry organizations), alleging violations of federal and state antitrust laws in connection with the production and sale of shell eggs and egg products, and seeking unspecified damages. All cases were transferred to the Eastern District of Pennsylvania for coordinated and/or consolidated pretrial proceedings. The cases involved three plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs (the “direct purchaser class”); (ii) individual companies (primarily large grocery chains and food companies that purchase considerable quantities of eggs) that opted out of various settlements and filed their own complaints related to their purchases of shell eggs and egg products (the “opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs (the “indirect purchaser plaintiffs”). Resolution of claims: To date, MFI has resolved the following claims, including all class claims: (i) in December 2016, MFI settled all claims asserted against it by the direct purchaser class for a payment of $75.0, which was approved by the district court in December 2017; (ii) in January 2017, MFI settled all claims asserted against it by opt-out plaintiffs related to shell egg purchases on confidential terms; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI. Remaining portion of the cases: MFI remains a defendant only with respect to claims that seek damages based on purchases of egg products by three opt-out plaintiffs. The district court had granted summary judgment precluding any claims for egg products purchases by such opt-out plaintiffs, but the Third Circuit Court of Appeals reversed and remanded these claims for further pre-trial proceedings. Defendants filed a second motion for summary judgment seeking dismissal of the claims, which was denied in June 2019. The remaining opt-out plaintiffs have been assigned a trial date in October 2022. Although the likelihood of a material adverse outcome in the egg antitrust litigation has been significantly reduced as a result of the MFI settlements described above, the remaining portion of the cases could still result in a material adverse outcome. No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three or nine months ended June 30, 2022 or 2021. At both June 30, 2022 and September 30, 2021, the Company had $3.5 accrued for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for these matters are appropriate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company’s consolidated financial condition, results of operations and cash flows could be materially affected. Under current law, any settlement paid, including the settlements with the direct purchaser plaintiffs, the opt-out plaintiffs and the indirect purchaser plaintiffs, is deductible for federal income tax purposes. Other The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 9 Months Ended |
Jun. 30, 2022 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Pension and Other Postretirement benefits | PENSION AND OTHER POSTRETIREMENT BENEFITS The Company maintains qualified defined benefit plans in the U.S., the U.K. and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. Certain of the Company’s employees are eligible to participate in the Company’s postretirement benefit plans (partially subsidized retiree health and life insurance). Amounts for the Canadian plans are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts. The following tables provide the components of net periodic benefit cost (gain) for the pension plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost (gain) are reported in “Other income, net.” North America Three Months Ended Nine Months Ended 2022 2021 2022 2021 Service cost $ 1.1 $ 0.9 $ 3.3 $ 2.8 Interest cost 0.9 0.8 2.6 2.4 Expected return on plan assets (1.8) (1.6) (5.3) (4.8) Recognized net actuarial loss 0.4 0.6 1.2 1.8 Recognized prior service cost 0.1 0.1 0.1 0.1 Net periodic benefit cost $ 0.7 $ 0.8 $ 1.9 $ 2.3 Other International Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 3.9 $ 3.8 $ 12.2 $ 11.3 Expected return on plan assets (6.1) (6.3) (19.2) (18.6) Recognized prior service cost 0.1 0.1 0.3 0.3 Net periodic benefit gain $ (2.1) $ (2.4) $ (6.7) $ (7.0) The following table provides the components of net periodic benefit gain for the North American other postretirement benefit plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit gain are reported in “Other income, net.” Three Months Ended Nine Months Ended 2022 2021 2022 2021 Service cost $ 0.1 $ 0.2 $ 0.3 $ 0.4 Interest cost 0.4 0.4 1.2 1.2 Recognized net actuarial loss 0.2 0.2 0.5 0.8 Recognized prior service credit (1.2) (1.1) (3.5) (3.5) Net periodic benefit gain $ (0.5) $ (0.3) $ (1.5) $ (1.1) |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY The following table summarizes the Company’s repurchases of its common stock. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Shares repurchased (in millions) 1.9 — 3.8 3.3 Average price per share including broker’s commissions (a) $ 76.45 $ — $ 89.96 $ 95.78 Total cost including broker’s commissions (b) $ 145.8 $ — $ 339.0 $ 315.3 (a) Average repurchase price per share including broker’s commissions during the nine months ended June 30, 2022 was $103.81 prior to the BellRing Spin-off and $76.45 subsequent to the BellRing Spin-off. (b) “Purchases of treasury stock” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2022 included $4.0 of repurchases of common stock that were accrued at September 30, 2021 and did not settle until fiscal 2022. “Purchases of treasury stock” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2021 included $7.4 of repurchases of common stock that were accrued at September 30, 2020 and did not settle until fiscal 2021. 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 predetermined amount of cash or Post common stock. Upon expiration of each agreement, if the closing market price of Post’s common stock is above a predetermined 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 predetermined price, the Company will receive the number of shares specified in the agreement. During the nine months ended June 30, 2021, the Company received cash payments of $47.5 for the settlement of an arrangement entered into during fiscal 2020, and the payments were recorded as “Cash received from share repurchase contracts” in the Condensed Consolidated Statement of Cash Flows. BellRing Spin-off Impact on Equity Awards In connection with the BellRing Spin-off, adjustments were made to the terms of outstanding equity-based awards (the “Post Equity Awards”) to preserve the intrinsic value of the Post Equity Awards and to participants’ accounts under the non-qualified deferred compensation plans maintained by Post with respect to notional investments in Post common stock (the “Post NQDC Accounts”). The adjustments to the Post Equity Awards and Post NQDC Accounts were based on the volume weighted average price of Post common stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of Post common stock during the five trading day period immediately following March 10, 2022. In addition, certain performance-based restricted stock units granted in 2019 to named executive officers of Post pursuant to the Post Holdings, Inc. 2019 Long-Term Incentive Plan that were outstanding as of immediately prior to the BellRing Spin-off (the “2019 PRSUs”) were converted into a number of time-based restricted stock units based on achievement of Post’s total shareholder return ranking compared to such rankings of peer companies over a specified performance period ending on March 10, 2022. The vesting of the converted 2019 PRSUs is subject to the requirement to remain employed through October 15, 2022, and will otherwise remain subject to the terms and restrictions of the applicable award agreements. The equity award adjustments had an immaterial impact on the Company’s Condensed Consolidated Statement of Operations for the nine months ended June 30, 2022. |
Segments
Segments | 9 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS At June 30, 2022, the Company’s operating and reportable segments were as follows: • Post Consumer Brands: North American RTE cereal and Peter Pan nut butters; • Weetabix: primarily U.K. RTE cereal, muesli and protein-based shakes; • Foodservice: primarily egg and potato products; and • Refrigerated Retail: primarily side dish, egg, cheese and sausage products. Due to the level of integration between the Foodservice and Refrigerated Retail segments, it is impracticable to present total assets separately for each segment. An allocation has been made between the two segments for depreciation based on inventory costing. Amounts reported for Corporate in the table below include any amounts attributable to PHPC. Management evaluates each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses. The following tables present information about the Company’s reportable segments. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net Sales Post Consumer Brands $ 574.7 $ 468.7 $ 1,655.1 $ 1,393.6 Weetabix 124.9 123.4 360.5 350.3 Foodservice 579.0 435.1 1,469.5 1,158.8 Refrigerated Retail 246.4 220.8 787.4 723.4 Eliminations and Corporate (0.1) (0.5) (0.4) (1.3) Total $ 1,524.9 $ 1,247.5 $ 4,272.1 $ 3,624.8 Segment Profit Post Consumer Brands $ 81.8 $ 87.8 $ 232.6 $ 250.1 Weetabix 27.8 28.6 81.8 82.6 Foodservice 45.9 27.9 81.0 47.5 Refrigerated Retail 10.4 14.3 41.0 72.2 Total segment profit 165.9 158.6 436.4 452.4 General corporate expenses and other 47.6 0.7 138.7 29.6 Interest expense, net 75.6 82.4 245.6 249.7 (Gain) loss on extinguishment of debt, net (10.2) — 9.1 93.2 (Income) expense on swaps, net (131.6) 121.6 (222.9) (105.6) Gain on investment in BellRing (35.1) — (482.8) — Earnings (loss) before income taxes and equity method loss $ 219.6 $ (46.1) $ 748.7 $ 185.5 Net sales by product Cereal and granola $ 657.8 $ 570.1 $ 1,936.5 $ 1,704.1 Nut butters 35.5 21.8 72.5 39.2 Eggs and egg products 560.6 416.1 1,420.7 1,108.0 Side dishes (including potato products) 158.2 133.7 489.3 427.6 Cheese and dairy 51.0 50.8 164.6 168.1 Sausage 38.8 37.4 131.2 124.7 Protein-based products 6.2 — 6.2 — Other 16.9 18.4 51.9 54.6 Eliminations and Corporate (0.1) (0.8) (0.8) (1.5) Total $ 1,524.9 $ 1,247.5 $ 4,272.1 $ 3,624.8 Depreciation and amortization Post Consumer Brands $ 33.3 $ 30.0 $ 101.0 $ 87.4 Weetabix 8.9 9.8 27.8 28.6 Foodservice 31.8 32.0 95.3 94.3 Refrigerated Retail 19.0 18.8 58.7 55.2 Total segment depreciation and amortization 93.0 90.6 282.8 265.5 Corporate 0.8 1.1 2.7 3.1 Total $ 93.8 $ 91.7 $ 285.5 $ 268.6 Assets June 30, September 30, 2021 Post Consumer Brands $ 3,532.1 $ 3,467.8 Weetabix 1,769.6 1,930.4 Foodservice and Refrigerated Retail 5,011.1 5,074.2 Corporate 1,247.4 1,248.2 Total assets of continuing operations 11,560.2 11,720.6 Total assets of discontinued operations — 694.1 Total assets $ 11,560.2 $ 12,414.7 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENT Short-term Loan On July 25, 2022, the Company entered into a Joinder Agreement No. 2 (the “Second Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the institutions constituting the Funding Incremental Term Loan Lenders (as defined in the Second Joinder Agreement, referred to herein as the “Second Funding Incremental Term Loan Lenders”), Barclays Bank PLC, as administrative agent, and JPMorgan Chase Bank, N.A., as sub-agent to the administrative agent. The Second Joinder Agreement provided for an incremental term loan (the “Second Incremental Term Loan”) of $450.0, excluding fees paid, under the Company’s Credit Agreement, which the Company borrowed in full on July 25, 2022. Interest on the Second Incremental Term Loan accrues at the adjusted term SOFR rate (as defined in the Credit Agreement) plus a margin of 1.50% per annum, and the maturity date for the Second Incremental Term Loan is September 23, 2022. The Second Joinder Agreement permits the Company to repay the Second Incremental Term Loan, in whole or in part, in cash or, with the prior written consent of the Second Funding Incremental Term Loan Lenders, with an alternative form of consideration in lieu of cash. Tender Offer On July 26, 2022, the Company settled its previously announced Tender Offer. The Company purchased $139.8 in aggregate principal amount, or approximately 8%, of the outstanding 4.625% senior notes at 87% of par, including the Tender Premium, and $381.8 in aggregate principal amount, or approximately 22%, of the outstanding 4.50% senior notes at 86% of par, including the Tender Premium. The Company paid aggregate cash consideration of $450.0 for the Tender Offer, excluding accrued interest and fees. |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Net Assets | The following is a summary of BellRing’s assets and liabilities as of March 10, 2022. March 10, Assets Cash and cash equivalents (a) $ 50.6 Receivables, net 120.0 Inventories 146.1 Prepaid expenses and other current assets 17.0 Property, net 8.7 Goodwill 65.9 Other intangible assets, net 214.4 Other assets 10.3 Total Assets 633.0 Liabilities Current portion of long-term debt — Accounts payable 69.5 Other current liabilities 40.5 Long-term debt 938.8 Deferred income taxes (b) 6.3 Other liabilities 9.5 Total Liabilities 1,064.6 BellRing Net Assets $ (431.6) |
Net Earnings from Discontinued Operations | The following table presents the components of net earnings from discontinued operations prior to the completion of the BellRing Spin-off on March 10, 2022. There were no net earnings from discontinued operations during the three months ended June 30, 2022. Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Net Sales $ — $ 342.3 $ 541.9 $ 906.3 Cost of goods sold — 231.0 390.3 616.1 Gross Profit — 111.3 151.6 290.2 Selling, general and administrative expenses — 42.6 68.5 129.1 Amortization of intangible assets — 17.2 8.7 46.3 Other operating income, net — — — (0.1) Operating Profit — 51.5 74.4 114.9 Interest expense, net — 9.5 13.1 33.6 Loss on extinguishment and refinancing of debt, net — 0.1 17.6 1.6 Earnings from Discontinued Operations before Income Taxes — 41.9 43.7 79.7 Income tax expense — 9.0 10.3 18.2 Net Earnings from Discontinued Operations, Including Noncontrolling Interest — 32.9 33.4 61.5 Less: Net earnings attributable to noncontrolling interest from discontinued operations — 11.1 11.8 21.3 Net Earnings from Discontinued Operations, net of tax and noncontrolling interest $ — $ 21.8 $ 21.6 $ 40.2 |
Discontinued Operations, Carrying Value of Assets | The following table presents the carrying amounts of major classes of assets and liabilities that were included in discontinued operations at September 30, 2021. There were no assets or liabilities classified as discontinued operations at June 30, 2022. September 30, 2021 Cash and cash equivalents $ 152.6 Receivables, net 101.5 Inventories 117.9 Prepaid expenses and other current assets 13.7 Current assets of discontinued operations $ 385.7 Property, net $ 8.9 Goodwill 65.9 Other intangible assets, net 223.1 Other assets 10.5 Other assets of discontinued operations $ 308.4 Current portion of long-term debt $ 116.3 Accounts payable 89.5 Other current liabilities 43.1 Current liabilities of discontinued operations $ 248.9 Long-term debt $ 481.2 Deferred income taxes 134.8 Other liabilities 11.7 Other liabilities of discontinued operations $ 627.7 |
Noncontrolling Interests, Equ_2
Noncontrolling Interests, Equity Interests and Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Effects of changes in ownership of PHPC on Post equity | Three Months Ended Nine Months Ended 2022 2021 2022 2021 PHPC IPO offering costs $ — $ (16.9) $ — $ (16.9) Initial valuation of PHPC Warrants — (16.9) — (16.9) Net earnings (loss) attributable to redeemable NCI 2.2 (1.5) 4.4 (1.5) Redemption value adjustment (0.4) — (0.4) — PHPC deemed dividend $ 1.8 $ (35.3) $ 4.0 $ (35.3) |
Redeemable Noncontrolling Interest | As Of and For The Three Months Ended As Of and For The Nine Months Ended 2022 2021 2022 2021 Beginning of period $ 305.0 $ — $ 305.0 $ — Impact of PHPC IPO (a) — 271.2 — 271.2 Net earnings (loss) attributable to redeemable NCI 2.2 (1.5) 4.4 (1.5) PHPC deemed dividend (1.8) 35.3 (4.0) 35.3 End of period $ 305.4 $ 305.0 $ 305.4 $ 305.0 (a) For the three and nine months ended June 30, 2021, the impact of the PHPC IPO includes the value of PHPC Units owned by public stockholders of $305.0 less offering costs of $16.9 and the initial valuation of PHPC Warrants of $16.9. |
Equity method loss attributable to 8th Avenue | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (16.3) $ (72.5) $ (35.0) 60.5 % 60.5 % 60.5 % 60.5 % Equity method loss attributable to Post $ (10.2) $ (9.9) $ (43.9) $ (21.2) Less: Amortization of basis difference, net of tax (a) 1.7 1.7 5.1 5.1 Equity method loss, net of tax $ (11.9) $ (11.6) $ (49.0) $ (26.3) |
8th Avenue Summarized Financial Information | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net sales $ 267.4 $ 214.8 $ 783.2 $ 664.5 Gross profit $ 45.5 $ 31.5 $ 101.7 $ 101.2 Net loss $ (6.6) $ (7.1) $ (42.7) $ (8.2) Less: Preferred stock dividend 10.2 9.2 29.8 26.8 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (16.3) $ (72.5) $ (35.0) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Pro Forma Information | Three Months Ended Nine Months Ended Pro forma net sales $ 1,285.1 $ 3,828.4 Pro forma net (loss) earnings from continuing operations available to common shareholders $ (86.1) $ 91.7 Pro forma basic (loss) earnings from continuing operations per common share $ (1.45) $ 1.32 Pro forma diluted (loss) earnings from continuing operations per common share $ (1.45) $ 1.30 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted (loss) earnings per share | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net Earnings (Loss) from Continuing Operations Net earnings (loss) from continuing operations $ 170.2 $ (76.1) $ 651.1 $ 96.6 Impact of redeemable NCI (2.9) (6.4) 1.4 (6.4) Net earnings (loss) from continuing operations for basic and diluted earnings (loss) per share $ 167.3 $ (82.5) $ 652.5 $ 90.2 Net Earnings from Discontinued Operations Net earnings from discontinued operations for basic earnings per share $ — $ 21.8 $ 21.6 $ 40.2 Dilutive impact of Old BellRing net earnings from discontinued operations — — — — Net earnings from discontinued operations for diluted earnings per share $ — $ 21.8 $ 21.6 $ 40.2 Net Earnings (Loss) Net earnings (loss) for basic and diluted earnings (loss) per share $ 167.3 $ (60.7) $ 674.1 $ 130.4 shares in millions Weighted-average shares for basic earnings (loss) per share 60.4 63.7 61.5 64.5 Effect of dilutive securities: Stock options 0.4 — 0.3 0.6 Stock appreciation rights — — — 0.1 Restricted stock units 0.7 — 0.4 0.3 Performance-based restricted stock units 0.1 — 0.1 0.1 Total dilutive securities 1.2 — 0.8 1.1 Weighted-average shares for diluted earnings (loss) per share 61.6 63.7 62.3 65.6 Earnings (Loss) from Continuing Operations per Common Share: Basic $ 2.77 $ (1.30) $ 10.61 $ 1.40 Diluted $ 2.72 $ (1.30) $ 10.47 $ 1.38 Earnings from Discontinued Operations per Common Share: Basic $ — $ 0.34 $ 0.35 $ 0.62 Diluted $ — $ 0.34 $ 0.35 $ 0.61 Earnings (Loss) per Common Share: Basic $ 2.77 $ (0.95) $ 10.96 $ 2.02 Diluted $ 2.72 $ (0.95) $ 10.82 $ 1.99 |
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | |
Antidilutive Securities Excluded from Computation of Diluted (Loss) Earnings Per Share | Three Months Ended Nine Months Ended shares in millions 2022 2021 2022 2021 Stock options — 1.2 — — Stock appreciation rights — 0.1 — — Restricted stock units — 0.8 0.4 — Performance-based restricted stock units 0.2 0.3 0.2 — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Inventory [Abstract] | |
Inventories | June 30, September 30, 2021 Raw materials and supplies $ 126.9 $ 99.6 Work in process 22.6 19.2 Finished products 347.1 318.7 Flocks 27.9 39.1 $ 524.5 $ 476.6 |
Property, net (Tables)
Property, net (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, net | June 30, September 30, 2021 Property, at cost $ 3,215.6 $ 3,217.9 Accumulated depreciation (1,488.2) (1,387.4) $ 1,727.4 $ 1,830.5 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill | |
Carrying Amount of Goodwill | Post Consumer Brands Weetabix Foodservice Refrigerated Retail Total Balance, September 30, 2021 Goodwill (gross) $ 2,067.1 $ 929.4 $ 1,355.0 $ 807.9 $ 5,159.4 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,458.0 $ 929.4 $ 1,355.0 $ 759.2 $ 4,501.6 Goodwill acquired (a) — 13.9 0.3 — 14.2 Sale of business (b) — — — (4.2) (4.2) Currency translation adjustment — (91.3) — — (91.3) Balance, June 30, 2022 Goodwill (gross) $ 2,067.1 $ 852.0 $ 1,355.3 $ 803.7 $ 5,078.1 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,458.0 $ 852.0 $ 1,355.3 $ 755.0 $ 4,420.3 (a) In April 2022, the Company recorded $13.9 of goodwill related to its acquisition of Lacka Foods, and in January 2022, the Company recorded a final measurement period adjustment of $0.3 related to the Almark acquisition. For additional information on the Company’s acquisitions, see Note 5. |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total Intangible Assets | June 30, 2022 September 30, 2021 Carrying Accumulated Net Carrying Accumulated Net Subject to amortization: Customer relationships $ 2,144.0 $ (792.1) $ 1,351.9 $ 2,163.1 $ (716.4) $ 1,446.7 Trademarks and brands 650.7 (252.6) 398.1 647.9 (228.5) 419.4 2,794.7 (1,044.7) 1,750.0 2,811.0 (944.9) 1,866.1 Not subject to amortization: Trademarks and brands 1,031.9 — 1,031.9 1,058.3 — 1,058.3 $ 3,826.6 $ (1,044.7) $ 2,781.9 $ 3,869.3 $ (944.9) $ 2,924.4 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging (Tables) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Notional amounts of derivatives held | June 30, September 30, 2021 Commodity contracts $ 89.6 $ 56.4 Energy contracts 26.4 45.9 Foreign exchange contracts - Forward contracts 3.9 — Interest rate swaps 200.0 200.0 Interest rate swaps - Rate-lock swaps 849.3 1,549.3 PHPC Warrants 16.9 16.9 | |
Derivative Instruments in Condensed Consolidated Balance Sheets | Balance Sheet Location June 30, September 30, 2021 Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 3.9 $ 16.3 Energy contracts Prepaid expenses and other current assets 25.8 20.1 Interest rate swaps Prepaid expenses and other current assets 1.1 — Commodity contracts Other assets 0.1 2.9 Energy contracts Other assets 2.5 2.0 Interest rate swaps Other assets 1.1 24.2 $ 34.5 $ 65.5 Liability Derivatives: Commodity contracts Other current liabilities $ 4.6 $ 2.8 Energy contracts Other current liabilities 1.1 — Interest rate swaps Other current liabilities — 124.9 Foreign exchange contracts Other current liabilities 0.1 — Commodity contracts Other liabilities 0.1 — Interest rate swaps Other liabilities 107.0 246.8 PHPC Warrants Other liabilities 2.8 9.2 $ 115.7 $ 383.7 | |
Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Other Comprehensive Income | The following table presents the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2022 and 2021. Derivative Instruments Statement of Operations Location Loss (Gain) Recognized in Statement of Operations 2022 2021 Commodity contracts Cost of goods sold $ 3.6 $ (11.9) Energy contracts Cost of goods sold (10.3) (12.4) Foreign exchange contracts Selling, general and administrative expenses 0.1 (0.5) Interest rate swaps (Income) expense on swaps, net (131.6) 121.6 PHPC Warrants Other income, net (2.8) 1.5 | The following table presents the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2022 and 2021. Derivative Instruments Statement of Operations Location (Gain) Loss Recognized in Statement of Operations 2022 2021 Commodity contracts Cost of goods sold $ (26.0) $ (21.6) Energy contracts Cost of goods sold (28.7) (31.7) Foreign exchange contracts Selling, general and administrative expenses 0.1 0.7 Interest rate swaps (Income) expense on swaps, net (222.9) (105.6) PHPC Warrants Other income, net (6.3) 1.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Assets and liabilities measured at fair value on a recurring basis | June 30, 2022 September 30, 2021 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investments $ 13.2 $ 13.2 $ — $ 15.5 $ 15.5 $ — Derivative assets 34.5 — 34.5 65.5 — 65.5 Equity securities 31.7 31.7 — 28.9 28.9 — Investment in BellRing 482.8 482.8 — — — — $ 562.2 $ 527.7 $ 34.5 $ 109.9 $ 44.4 $ 65.5 Liabilities: Deferred compensation liabilities $ 37.0 $ — $ 37.0 $ 36.0 $ — $ 36.0 Derivative liabilities 115.7 2.8 112.9 383.7 9.2 374.5 $ 152.7 $ 2.8 $ 149.9 $ 419.7 $ 9.2 $ 410.5 |
Assets and liabilities measured at fair value on a nonrecurring basis | Balance, September 30, 2021 $ — Transfer of assets into held for sale 0.5 Net gain related to assets held for sale 9.8 Proceeds from the sale of assets held for sale (10.3) Balance, June 30, 2022 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | June 30, September 30, 2021 4.50% senior notes maturing September 2031 $ 1,741.1 $ 1,800.0 4.625% senior notes maturing April 2030 1,650.0 1,650.0 5.50% senior notes maturing December 2029 1,235.0 750.0 5.625% senior notes maturing January 2028 940.9 940.9 5.75% senior notes maturing March 2027 459.3 1,299.3 Municipal bond 6.4 7.5 $ 6,032.7 $ 6,447.7 Less: Current portion of long-term debt 1.1 1.1 Debt issuance costs, net 40.8 47.2 Plus: Unamortized premium, net 41.6 42.2 Total long-term debt $ 6,032.4 $ 6,441.6 |
Repayments of Long-term Debt | Three Months Ended Repayments of Long-Term Debt (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Debt Discounts (Received) / Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premium 4.50% senior notes $ 58.9 $ (9.4) $ 0.5 $ — 5.50% senior notes 15.0 (1.2) 0.1 (0.2) 2022 Total $ 73.9 $ (10.6) $ 0.6 $ (0.2) Nine Months Ended Repayments of Long-Term Debt (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Debt Discounts (Received) / Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premium 5.75% senior notes $ 840.0 $ 24.1 $ 5.0 $ (13.3) 4.50% senior notes 58.9 (9.4) 0.5 — 5.50% senior notes 15.0 (1.2) 0.1 (0.2) Municipal bond 1.1 — — — 2022 Total $ 915.0 $ 13.5 $ 5.6 $ (13.5) 5.00% senior notes $ 1,697.3 $ 74.3 $ 18.9 $ — Municipal bond 1.0 — — — 2021 Total $ 1,698.3 $ 74.3 $ 18.9 $ — |
Pension and Other Postretirem_2
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Components of net periodic benefit cost (gain) | The following tables provide the components of net periodic benefit cost (gain) for the pension plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost (gain) are reported in “Other income, net.” North America Three Months Ended Nine Months Ended 2022 2021 2022 2021 Service cost $ 1.1 $ 0.9 $ 3.3 $ 2.8 Interest cost 0.9 0.8 2.6 2.4 Expected return on plan assets (1.8) (1.6) (5.3) (4.8) Recognized net actuarial loss 0.4 0.6 1.2 1.8 Recognized prior service cost 0.1 0.1 0.1 0.1 Net periodic benefit cost $ 0.7 $ 0.8 $ 1.9 $ 2.3 Other International Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 3.9 $ 3.8 $ 12.2 $ 11.3 Expected return on plan assets (6.1) (6.3) (19.2) (18.6) Recognized prior service cost 0.1 0.1 0.3 0.3 Net periodic benefit gain $ (2.1) $ (2.4) $ (6.7) $ (7.0) The following table provides the components of net periodic benefit gain for the North American other postretirement benefit plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit gain are reported in “Other income, net.” Three Months Ended Nine Months Ended 2022 2021 2022 2021 Service cost $ 0.1 $ 0.2 $ 0.3 $ 0.4 Interest cost 0.4 0.4 1.2 1.2 Recognized net actuarial loss 0.2 0.2 0.5 0.8 Recognized prior service credit (1.2) (1.1) (3.5) (3.5) Net periodic benefit gain $ (0.5) $ (0.3) $ (1.5) $ (1.1) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Repurchases of Common Stock | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Shares repurchased (in millions) 1.9 — 3.8 3.3 Average price per share including broker’s commissions (a) $ 76.45 $ — $ 89.96 $ 95.78 Total cost including broker’s commissions (b) $ 145.8 $ — $ 339.0 $ 315.3 (a) Average repurchase price per share including broker’s commissions during the nine months ended June 30, 2022 was $103.81 prior to the BellRing Spin-off and $76.45 subsequent to the BellRing Spin-off. (b) “Purchases of treasury stock” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2022 included $4.0 of repurchases of common stock that were accrued at September 30, 2021 and did not settle until fiscal 2022. “Purchases of treasury stock” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2021 included $7.4 of repurchases of common stock that were accrued at September 30, 2020 and did not settle until fiscal 2021. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment and Disaggregated Revenue | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net Sales Post Consumer Brands $ 574.7 $ 468.7 $ 1,655.1 $ 1,393.6 Weetabix 124.9 123.4 360.5 350.3 Foodservice 579.0 435.1 1,469.5 1,158.8 Refrigerated Retail 246.4 220.8 787.4 723.4 Eliminations and Corporate (0.1) (0.5) (0.4) (1.3) Total $ 1,524.9 $ 1,247.5 $ 4,272.1 $ 3,624.8 Segment Profit Post Consumer Brands $ 81.8 $ 87.8 $ 232.6 $ 250.1 Weetabix 27.8 28.6 81.8 82.6 Foodservice 45.9 27.9 81.0 47.5 Refrigerated Retail 10.4 14.3 41.0 72.2 Total segment profit 165.9 158.6 436.4 452.4 General corporate expenses and other 47.6 0.7 138.7 29.6 Interest expense, net 75.6 82.4 245.6 249.7 (Gain) loss on extinguishment of debt, net (10.2) — 9.1 93.2 (Income) expense on swaps, net (131.6) 121.6 (222.9) (105.6) Gain on investment in BellRing (35.1) — (482.8) — Earnings (loss) before income taxes and equity method loss $ 219.6 $ (46.1) $ 748.7 $ 185.5 Net sales by product Cereal and granola $ 657.8 $ 570.1 $ 1,936.5 $ 1,704.1 Nut butters 35.5 21.8 72.5 39.2 Eggs and egg products 560.6 416.1 1,420.7 1,108.0 Side dishes (including potato products) 158.2 133.7 489.3 427.6 Cheese and dairy 51.0 50.8 164.6 168.1 Sausage 38.8 37.4 131.2 124.7 Protein-based products 6.2 — 6.2 — Other 16.9 18.4 51.9 54.6 Eliminations and Corporate (0.1) (0.8) (0.8) (1.5) Total $ 1,524.9 $ 1,247.5 $ 4,272.1 $ 3,624.8 Depreciation and amortization Post Consumer Brands $ 33.3 $ 30.0 $ 101.0 $ 87.4 Weetabix 8.9 9.8 27.8 28.6 Foodservice 31.8 32.0 95.3 94.3 Refrigerated Retail 19.0 18.8 58.7 55.2 Total segment depreciation and amortization 93.0 90.6 282.8 265.5 Corporate 0.8 1.1 2.7 3.1 Total $ 93.8 $ 91.7 $ 285.5 $ 268.6 Assets June 30, September 30, 2021 Post Consumer Brands $ 3,532.1 $ 3,467.8 Weetabix 1,769.6 1,930.4 Foodservice and Refrigerated Retail 5,011.1 5,074.2 Corporate 1,247.4 1,248.2 Total assets of continuing operations 11,560.2 11,720.6 Total assets of discontinued operations — 694.1 Total assets $ 11,560.2 $ 12,414.7 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Mar. 10, 2022 |
Post Holdings, Inc. | New BellRing Common Stock | |
Distribution of ownership in subsidiary, percentage | 80.10% |
Discontinued Operations and D_3
Discontinued Operations and Disposal Groups (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Mar. 10, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 10, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Payment of merger consideration | $ 550.4 | ||||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 50.6 | $ 50.6 | $ 152.6 | ||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 120 | 120 | 101.5 | ||||
Disposal Group, Including Discontinued Operation, Inventory, Current | 146.1 | 146.1 | 117.9 | ||||
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current | 17 | 17 | 13.7 | ||||
Disposal Group, Including Discontinued Operation, Assets, Current | $ 0 | 0 | 385.7 | ||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 8.7 | 8.7 | 8.9 | ||||
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 65.9 | 65.9 | 65.9 | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 214.4 | 214.4 | 223.1 | ||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 10.3 | 10.3 | 10.5 | ||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 633 | 0 | 633 | 0 | 308.4 | ||
Disposal Group, Including Discontinued Operations, Long-term debt, Curent Maturities | 0 | 0 | 116.3 | ||||
Disposal Group, Including Discontinued Operation, Accounts Payable, Current | 69.5 | 69.5 | 89.5 | ||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 40.5 | 40.5 | 43.1 | ||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 0 | 248.9 | ||||
Disposal Group, Including Discontinued Operations, Long-term debt, Excluding Current Maturities | 938.8 | 938.8 | 481.2 | ||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 6.3 | 6.3 | 134.8 | ||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 9.5 | 9.5 | 11.7 | ||||
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 1,064.6 | 0 | 1,064.6 | 0 | $ 627.7 | ||
Disposal Group, Including Discontinued Operation, Net Assets | (431.6) | (431.6) | |||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | $ 342.3 | 541.9 | $ 906.3 | |||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 0 | 231 | 390.3 | 616.1 | |||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 0 | 111.3 | 151.6 | 290.2 | |||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 0 | 42.6 | 68.5 | 129.1 | |||
Disposal Group, Including Discontinued Operation, Amortization of intangible assets | 0 | 17.2 | 8.7 | 46.3 | |||
Disposal Group, Including Discontinued Operation, Other operating income, net | 0 | 0 | 0 | (0.1) | |||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 0 | 51.5 | 74.4 | 114.9 | |||
Disposal Group, Including Discontinued Operation, Interest Expense | 0 | 9.5 | 13.1 | 33.6 | |||
Disposal Group, Including Discontinued Operation, Loss on extinguishment and refinancing of debt, net | 0 | 0.1 | 17.6 | 1.6 | |||
Earnings from Discontinued Operations before Income Taxes | 0 | 41.9 | 43.7 | 79.7 | |||
Income tax expense | 0 | 9 | 10.3 | 18.2 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 32.9 | 33.4 | 61.5 | |||
Net earnings attributable to noncontrolling interest from discontinued operations | 0 | 11.1 | 11.8 | 21.3 | |||
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 21.8 | 21.6 | 40.2 | |||
Payments for Merger Related Costs | 115.5 | ||||||
Investment in BellRing LLC | $ 127.1 | 127.1 | |||||
Foreign Currency Translation Adjustments | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
BellRing Spin-off | 0 | 0 | 2.3 | 0 | |||
Additional Paid-in Capital | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
BellRing Spin-off | 0 | $ 0 | 442.5 | $ 0 | |||
BellRing | Senior Notes | 7.00% BellRing Notes | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Long-term Debt, Gross | 840 | 840 | |||||
Post Holdings, Inc. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Separation Costs | $ 0.4 | $ 28.8 | |||||
Old BellRing | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Separation Costs | $ 4.3 | ||||||
New BellRing Common Stock | Post Holdings, Inc. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Distribution of ownership in subsidiary, shares | 78.1 |
Discontinued Operations and D_4
Discontinued Operations and Disposal Groups Per Share (Details) - $ / shares | 9 Months Ended | |
Mar. 10, 2022 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common Stock, Dividends, Per Share, Cash Paid | $ 2.97 | |
Common Class B | BellRing Brands, Inc. | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common Stock, Par or Stated Value Per Share | 0.01 | |
BellRing Common Stock | BellRing Brands, Inc. | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common Stock, Par or Stated Value Per Share | 0.01 | |
Common Class A | BellRing Brands, Inc. | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
Post Holdings, Inc. | New BellRing Common Stock | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Distribution of ownership in subsidiary, percentage | 80.10% | |
Post Holdings, Inc. | BellRing | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 14.20% | |
Post shareholders | BellRing Common Stock | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Conversion of Stock, Shares Received | 1.267788 | |
Post shareholders | BellRing | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 57.30% | |
BellRing stockholders | BellRing | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 28.50% |
Noncontrolling Interests, Equ_3
Noncontrolling Interests, Equity Interests and Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
May 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 03, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Oct. 01, 2018 | |
Schedule of Equity Method Investments | |||||||||||
Proceeds from initial public offering | $ 0 | $ 305 | |||||||||
Investments held in trust | $ 0 | 0 | $ 345 | ||||||||
PHPC IPO offering costs | $ (17.9) | (17.9) | |||||||||
Redeemable noncontrolling interest | 305.4 | 305.4 | 305 | ||||||||
Deferred Offering Costs | 10.7 | 10.7 | 10.7 | ||||||||
Equity method earnings (loss), net of tax | (12) | (11.6) | (49.3) | (26.5) | |||||||
Equity method investments | 22.3 | 22.3 | 70.7 | ||||||||
Gain on investment in BellRing | 35.1 | 0 | 482.8 | 0 | |||||||
Current investments held in trust | $ 345.5 | $ 345.5 | 0 | ||||||||
PHPC Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Issued | 30 | ||||||||||
Share Price | $ 10 | $ 10 | |||||||||
PHPC Units | Over-Allotment Option | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Issued | 4.5 | ||||||||||
PHPC Warrants | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | 11.50 | |||||||||
PHPC Private Placement Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Share Price | 10 | 10 | |||||||||
PHPC Forward Purchase Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Share Price | $ 10 | $ 10 | |||||||||
8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Net loss attributable to 8th Avenue common shareholders | $ (16.8) | $ (16.3) | $ (72.5) | $ (35) | |||||||
Equity Method Investment, Ownership Percentage | 60.50% | 60.50% | 60.50% | 60.50% | |||||||
Equity method loss available to Common Shareholders | $ (10.2) | $ (9.9) | $ (43.9) | $ (21.2) | |||||||
Amortization of basis difference, net of tax | 1.7 | 1.7 | 5.1 | 5.1 | |||||||
Equity method earnings (loss), net of tax | (11.9) | (11.6) | (49) | (26.3) | |||||||
Total Basis Difference Recognized | $ 70.3 | ||||||||||
Remaining Basis Difference to be Amortized | 42.7 | 42.7 | 47.8 | ||||||||
Net sales | 267.4 | 214.8 | 783.2 | 664.5 | |||||||
Gross profit | 45.5 | 31.5 | 101.7 | 101.2 | |||||||
Net loss | (6.6) | (7.1) | (42.7) | (8.2) | |||||||
Less: Preferred stock dividend | 10.2 | 9.2 | 29.8 | 26.8 | |||||||
Revenue from Related Parties | 3.1 | 1.4 | 6.3 | 5.4 | |||||||
Purchases from and Royalties paid to Related Party | $ 19.2 | 19.5 | $ 68.9 | 37.1 | |||||||
Alpen Food Company South Africa (Pty) Limited | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Equity Method Investment, Ownership Percentage | 50% | 50% | |||||||||
Equity method earnings (loss), net of tax | $ (0.1) | 0 | $ (0.3) | (0.2) | |||||||
Equity Method Investments | 8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Equity method investments | 17.6 | 17.6 | 66.6 | ||||||||
Equity Method Investments | Alpen Food Company South Africa (Pty) Limited | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Equity method investments | 4.7 | 4.7 | 4.1 | ||||||||
Accounts Receivable | 8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Accounts Receivable, Related Parties | 8.7 | 8.7 | 4.6 | ||||||||
Accounts Payable | 8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Accounts Payable, Related Parties | 2.4 | 2.4 | 1.2 | ||||||||
Other Liabilities | 8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Due to Related Parties | 0.7 | 0.7 | 0.7 | ||||||||
Other Assets | Alpen Food Company South Africa (Pty) Limited | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Notes Receivable, Related Parties, Noncurrent | 0.5 | 0.5 | $ 0.5 | ||||||||
Redeemable Noncontrolling Interest | |||||||||||
Schedule of Equity Method Investments | |||||||||||
PHPC IPO offering costs | (16.9) | (16.9) | |||||||||
PHPC | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Proceeds from initial public offering | $ 345 | ||||||||||
PHPC | PHPC Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Proceeds from initial public offering | $ 345 | ||||||||||
PHPC | PHPC Private Placement Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Proceeds from Issuance of Private Placement | $ 10.9 | ||||||||||
PHPC Sponsor | PHPC Private Placement Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Issued | 1 | ||||||||||
PHPC Sponsor | PHPC Private Placement Units | Over-Allotment Option | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Issued | 0.1 | ||||||||||
Selling, General and Administrative Expenses | |||||||||||
Schedule of Equity Method Investments | |||||||||||
PHPC IPO offering costs | (1) | (1) | |||||||||
Selling, General and Administrative Expenses | 8th Avenue | |||||||||||
Schedule of Equity Method Investments | |||||||||||
MSA and Advisory Income | $ 0.8 | 0.9 | $ 2.4 | 2.5 | |||||||
Post Holdings, Inc. | Weetabix East Africa Limited | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% | 50.10% | |||||||||
Post Holdings, Inc. | BellRing | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 14.20% | 14.20% | |||||||||
PHPC | Post Holdings, Inc. | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 31% | 31% | 31% | ||||||||
PHPC | Public Shareholders | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 69% | 69% | 69% | ||||||||
PHPC Sponsor | PHPC Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Issued | 4 | ||||||||||
Purchases of PHPC Units | $ 40 | ||||||||||
Redeemable Noncontrolling Interest | |||||||||||
Schedule of Equity Method Investments | |||||||||||
PHPC IPO offering costs | $ 0 | (16.9) | $ 0 | (16.9) | |||||||
Initial valuation of PHPC Warrants | 0 | (16.9) | 0 | (16.9) | |||||||
Net earnings attributable to redeemable noncontrolling interest | 2.2 | (1.5) | 4.4 | (1.5) | |||||||
Noncontrolling interest, Redemption value adjustment | (0.4) | 0 | (0.4) | 0 | |||||||
Redeemable noncontrolling interest | 305.4 | 305 | $ 305 | 305.4 | 305 | $ 305 | $ 0 | $ 0 | |||
Initial public offering | 0 | 271.2 | 0 | 271.2 | |||||||
PHPC deemed dividend | $ 1.8 | $ (35.3) | 4 | $ (35.3) | |||||||
Maximum | PHPC Forward Purchase Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Unit, Authorized | 10 | ||||||||||
Maximum | PHPC Sponsor | PHPC Forward Purchase Units | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Proceeds from Issuance of Forward Purchase Agreement | $ 100 | ||||||||||
Common Class A | BellRing Brands, Inc. | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||
Common Class A | PHPC | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |||||||||
Common Class B | BellRing Brands, Inc. | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Par or Stated Value Per Share | 0.01 | 0.01 | |||||||||
Common Class B | PHPC | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |||||||||
Series F Common Stock | PHPC | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Series F Common Stock | PHPC Sponsor | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Common Stock, Shares, Outstanding | 8.6 | 8.6 |
Business Combinations (Details)
Business Combinations (Details) £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 05, 2022 GBP (£) | Apr. 05, 2022 USD ($) | Jun. 01, 2021 USD ($) | May 27, 2021 USD ($) | Feb. 01, 2021 USD ($) | Jan. 25, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 | |
8th Avenue | ||||||||||
Business Acquisition | ||||||||||
Equity Method Investment, Ownership Percentage | 60.50% | 60.50% | 60.50% | |||||||
PL RTE Cereal Business | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 85 | |||||||||
Payment at closing | $ 88 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 99.5 | |||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 11.5 | |||||||||
Egg Beaters | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 50 | |||||||||
Payment at closing | $ 50.6 | |||||||||
Almark Foods | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 52 | |||||||||
Payment at closing | $ 51.3 | |||||||||
Business Combinations, Measurement Period adjustment | $ 0.3 | |||||||||
Business Combination, Final Adjustment | 1.3 | |||||||||
Business Combination, Cash Received, Working Capital Adjustment | $ 2.9 | 2.9 | ||||||||
Business Combination, Gain Related to Working Capital Adjustment | $ 1.2 | $ 1.2 | ||||||||
Almark Foods | Receivables, net | ||||||||||
Business Acquisition | ||||||||||
Business Combination, Working Capital Receivable | 3 | |||||||||
Peter Pan | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 102 | |||||||||
Payment at closing | $ 103.4 | |||||||||
Working capital settlement received | $ 2 | |||||||||
Lacka Foods | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 32.2 | |||||||||
Business Combination, Consideration Transferred | 4.6 | |||||||||
Business Combination, Acquired Cash | 0.7 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 32.9 | |||||||||
Lacka Foods | Euro Member Countries, Euro | ||||||||||
Business Acquisition | ||||||||||
Payments to Acquire Businesses, Base Purchase Price | £ | £ 24.5 | |||||||||
Business Combination, Consideration Transferred | £ | 3.5 | |||||||||
Lacka Foods | Euro Member Countries, Euro | Maximum | ||||||||||
Business Acquisition | ||||||||||
Business Combination, Consideration Transferred | £ | £ 3.5 | |||||||||
Lacka Foods | Customer Relationships | ||||||||||
Business Acquisition | ||||||||||
Other intangible assets | 11.8 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |||||||||
Lacka Foods | Trademarks and Brands | ||||||||||
Business Acquisition | ||||||||||
Other intangible assets | $ 8.9 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 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, 2021 | Jun. 30, 2021 | |
Business Combinations [Abstract] | ||
Pro forma net sales | $ 1,285.1 | $ 3,828.4 |
Pro forma net (loss) earnings from continuing operations available to common shareholders | $ (86.1) | $ 91.7 |
Pro forma basic earnings (loss) per share (in usd per share) | $ (1.45) | $ 1.32 |
Pro forma diluted earnings (loss) per share (in usd per share) | $ (1.45) | $ 1.30 |
Amounts Held for Sale (Details)
Amounts Held for Sale (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | $ 0 | $ 694.1 | |
(Gain) loss on assets held for sale | $ (0.5) | ||
Proceeds from Sale of Property, Plant, and Equipment | 17.8 | 19 | |
Post Consumer Brands | Asheboro, North Carolina facility | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Gain) loss on assets held for sale | 0.1 | ||
Post Consumer Brands | Clinton, Massachusetts plant | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Gain) loss on assets held for sale | 0.1 | ||
Weetabix Segment | Corby, United Kingdom facility | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Gain) loss on assets held for sale | $ (0.7) | ||
Foodservice | Klingerstown Equipment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Gain) loss on assets held for sale | (9.8) | ||
Proceeds from Sale of Property, Plant, and Equipment | 10.3 | ||
Refrigerated Retail | Williamette Egg Farms | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | 62.8 | ||
Proceeds from sale of business | 56.1 | ||
Gain on sale of business | 6.3 | ||
Disposition of Business, Adjustment, Working Capital | 0.4 | ||
Refrigerated Retail | Receivables, net | Williamette Egg Farms | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposition of Business, Working Capital Settlement Receivable | $ 6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure | ||||
Effective Income Tax Rate | 15.90% | (42.30%) | 5.80% | 34% |
Gain on investment in BellRing | $ (35.1) | $ 0 | $ (482.8) | $ 0 |
United Kingdom | ||||
Income Tax Disclosure | ||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 39.3 | $ 39.3 | ||
enacted tax rate, percent | 19% | |||
Provisional tax rate, percent | 25% | |||
Latest Tax Year | ||||
Income Tax Disclosure | ||||
Effective Income Tax Rate Reconciliation, Equity in Earnings (Losses) of Unconsolidated Subsidiary, Amount | $ 2.9 | $ 12.1 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Net Earnings (Loss) Including Noncontrolling Interests | $ 170.2 | $ (76.1) | $ 651.1 | $ 96.6 |
Impact of redeemable NCI | (2.9) | (6.4) | 1.4 | (6.4) |
Net earnings (loss) from continuing operations for basic and diluted earnings (loss) | 167.3 | (82.5) | 652.5 | 90.2 |
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 21.8 | 21.6 | 40.2 |
Dilutive impact of BellRing net earnings | 0 | 0 | 0 | 0 |
Net earnings from discontinued operations for diluted earnings per share | 0 | 21.8 | 21.6 | 40.2 |
Net (loss) earnings for basic (loss) earnings per share | 167.3 | (60.7) | 674.1 | 130.4 |
Net (loss) earnings for diluted (loss) earnings per share | $ 167.3 | $ (60.7) | $ 674.1 | $ 130.4 |
Weighted-average shares for basic earnings (loss) per share | 60.4 | 63.7 | 61.5 | 64.5 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1.2 | 0 | 0.8 | 1.1 |
Weighted-average shares for diluted earnings (loss) per share | 61.6 | 63.7 | 62.3 | 65.6 |
Earnings from Continuing Operations, Per Basic Share | $ 2.77 | $ (1.30) | $ 10.61 | $ 1.40 |
Earnings from Continuing Operations, Per Diluted Share | 2.72 | (1.30) | 10.47 | 1.38 |
Earnings from Discontinued Operation, Per Basic Share | 0 | 0.34 | 0.35 | 0.62 |
Earnings from Discontinued Operation, Per Diluted Share | 0 | 0.34 | 0.35 | 0.61 |
Basic (loss) earnings per share (in usd per share) | 2.77 | (0.95) | 10.96 | 2.02 |
Diluted (loss) earnings per share (in usd per share) | $ 2.72 | $ (0.95) | $ 10.82 | $ 1.99 |
Stock Options | ||||
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0.4 | 0 | 0.3 | 0.6 |
Stock Appreciation Rights | ||||
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 | 0 | 0.1 |
Restricted Stock Awards | ||||
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0.7 | 0 | 0.4 | 0.3 |
Performance-based restricted stock awards | ||||
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0.1 | 0 | 0.1 | 0.1 |
(Loss) Earnings Per Share Antid
(Loss) Earnings Per Share Antidilutive shares excluded from earnings per share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share, Amount | 0 | 1.2 | 0 | 0 |
Stock Appreciation Rights | ||||
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share, Amount | 0 | 0.1 | 0 | 0 |
Restricted Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share, Amount | 0 | 0.8 | 0.4 | 0 |
Performance-based restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share, Amount | 0.2 | 0.3 | 0.2 | 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Sep. 30, 2021 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 126.9 | $ 99.6 |
Work in process | 22.6 | 19.2 |
Finished products | 347.1 | 318.7 |
Flocks | 27.9 | 39.1 |
Inventories | $ 524.5 | $ 476.6 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 3,215.6 | $ 3,217.9 |
Accumulated depreciation | (1,488.2) | (1,387.4) |
Property, net | $ 1,727.4 | $ 1,830.5 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Goodwill | ||
Goodwill (gross) | $ 5,078.1 | $ 5,159.4 |
Accumulated impairment losses | (657.8) | (657.8) |
Goodwill | 4,420.3 | 4,501.6 |
Goodwill acquired | 14.2 | |
Goodwill, Written off Related to Sale of Business Unit | (4.2) | |
Currency translation adjustment | (91.3) | |
Post Consumer Brands | ||
Goodwill | ||
Goodwill (gross) | 2,067.1 | 2,067.1 |
Accumulated impairment losses | (609.1) | (609.1) |
Goodwill | 1,458 | 1,458 |
Goodwill acquired | 0 | |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Currency translation adjustment | 0 | |
Weetabix | ||
Goodwill | ||
Goodwill (gross) | 852 | 929.4 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 852 | 929.4 |
Goodwill acquired | 13.9 | |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Currency translation adjustment | (91.3) | |
Weetabix | Lacka Foods | ||
Goodwill | ||
Goodwill acquired | 13.9 | |
Foodservice | ||
Goodwill | ||
Goodwill (gross) | 1,355.3 | 1,355 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 1,355.3 | 1,355 |
Goodwill acquired | 0.3 | |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Currency translation adjustment | 0 | |
Foodservice | Almark Foods | ||
Goodwill | ||
Goodwill acquired | 0.3 | |
Refrigerated Retail | ||
Goodwill | ||
Goodwill (gross) | 803.7 | 807.9 |
Accumulated impairment losses | (48.7) | (48.7) |
Goodwill | 755 | $ 759.2 |
Goodwill acquired | 0 | |
Goodwill, Written off Related to Sale of Business Unit | (4.2) | |
Currency translation adjustment | $ 0 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 2,794.7 | $ 2,811 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,044.7) | (944.9) |
Finite-Lived Intangible Assets, Net | 1,750 | 1,866.1 |
Intangible Assets, Net (Excluding Goodwill) | ||
Carrying amount, total | 3,826.6 | 3,869.3 |
Other intangible assets, net | 2,781.9 | 2,924.4 |
Customer Relationships | Refrigerated Retail | ||
Intangible Assets, Net (Excluding Goodwill) | ||
Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit | 8.8 | |
Trademarks and brands | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Carrying amount | 1,031.9 | 1,058.3 |
Trademarks and brands | Refrigerated Retail | ||
Intangible Assets, Net (Excluding Goodwill) | ||
Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit | 1.7 | |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 2,144 | 2,163.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (792.1) | (716.4) |
Finite-Lived Intangible Assets, Net | 1,351.9 | 1,446.7 |
Trademarks and brands | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 650.7 | 647.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | (252.6) | (228.5) |
Finite-Lived Intangible Assets, Net | $ 398.1 | $ 419.4 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Assets, Total | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | $ 34.5 | $ 65.5 |
Liabilities, Total | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 115.7 | 383.7 |
Commodity contracts | Other Current Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 3.9 | 16.3 |
Commodity contracts | Other Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 2.9 |
Commodity contracts | Other Current Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 4.6 | 2.8 |
Commodity contracts | Other Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 0 |
Commodity contracts | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | 89.6 | 56.4 |
Energy Contracts | Other Current Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 25.8 | 20.1 |
Energy Contracts | Other Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 2.5 | 2 |
Energy Contracts | Other Current Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 1.1 | 0 |
Energy Contracts | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | 26.4 | 45.9 |
Foreign Exchange Contract - Forward Contracts | Other Current Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 0 |
Foreign Exchange Contract - Forward Contracts | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | 3.9 | 0 |
Interest Rate Swap | Other Current Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 1.1 | 0 |
Interest Rate Swap | Other Assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 1.1 | 24.2 |
Interest Rate Swap | Other Current Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 124.9 |
Interest Rate Swap | Other Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 107 | 246.8 |
Interest Rate Swap | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | 200 | 200 |
Interest rate swap, rate lock swaps | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | 849.3 | 1,549.3 |
Derivative, Notional amount of terminated contracts | 700 | |
Derivative, Cash Received from Termination | 17 | |
PHPC Warrants | Other Liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 2.8 | 9.2 |
PHPC Warrants | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Notional Amount of Derivative | $ 16.9 | $ 16.9 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging (Gain) Loss recognized in Statement of Operations from derivative instruments (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commodity contracts | Cost of Goods Sold | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | $ 3.6 | $ (11.9) | $ (26) | $ (21.6) |
Energy Contracts | Cost of Goods Sold | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | (10.3) | (12.4) | (28.7) | (31.7) |
Foreign Exchange Contract - Forward Contracts | Selling, General and Administrative Expenses | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | 0.1 | (0.5) | 0.1 | 0.7 |
Interest Rate Swap | (Income) expense on swaps, net | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | (131.6) | 121.6 | (222.9) | (105.6) |
PHPC Warrants | Other Income | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | $ (2.8) | $ 1.5 | $ (6.3) | $ 1.5 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Derivatives designated as hedges and pledged collateral (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Sep. 30, 2021 |
Derivative Instruments, (Gain) Loss | ||
Collateral Already Posted | $ 3.2 | $ 6.4 |
Hedging Instruments | ||
Derivative Instruments, (Gain) Loss | ||
Accumulated Other Comprehensive Income, Cumulative Changes in Net Gain from Hedges, Before Tax | 99.5 | 99.5 |
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax | $ 74.9 | $ 74.9 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Deferred Compensation Investment | $ 13.2 | $ 15.5 | |
Derivative Asset | 34.5 | 65.5 | |
Equity securities | 31.7 | 28.9 | |
Investment in BellRing | 482.8 | 0 | |
Assets, Fair Value Disclosure | 562.2 | 109.9 | |
Deferred Compensation Liabilities | 37 | 36 | |
Derivative Liability | 115.7 | 383.7 | |
Other Liabilities, Fair Value Disclosure | 152.7 | 419.7 | |
Gains related to assets and liabilities held for sale | $ (0.5) | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Deferred Compensation Investment | 13.2 | 15.5 | |
Derivative Asset | 0 | 0 | |
Equity securities | 31.7 | 28.9 | |
Investment in BellRing | 482.8 | 0 | |
Assets, Fair Value Disclosure | 527.7 | 44.4 | |
Deferred Compensation Liabilities | 0 | 0 | |
Derivative Liability | 2.8 | 9.2 | |
Other Liabilities, Fair Value Disclosure | 2.8 | 9.2 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Deferred Compensation Investment | 0 | 0 | |
Derivative Asset | 34.5 | 65.5 | |
Equity securities | 0 | 0 | |
Investment in BellRing | 0 | 0 | |
Assets, Fair Value Disclosure | 34.5 | 65.5 | |
Deferred Compensation Liabilities | 37 | 36 | |
Derivative Liability | 112.9 | 374.5 | |
Other Liabilities, Fair Value Disclosure | 149.9 | 410.5 | |
Debt, Fair Value | 5,312.7 | 6,596.7 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Increase (Decrease) in Assets Held-for-sale | 0.5 | ||
Gains related to assets and liabilities held for sale | 9.8 | ||
Proceeds from the sale of assets held for sale | (10.3) | ||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 0 | $ 0 | |
BellRing | Post Holdings, Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Noncontrolling Interest, Ownership Percentage by Parent | 14.20% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Debt Instrument | |||||
Long-term Debt, Including Current Maturities | $ 6,032.7 | $ 6,032.7 | $ 6,447.7 | ||
Current portion of long-term debt | 1.1 | 1.1 | 1.1 | ||
Debt Issuance Costs, net | 40.8 | 40.8 | 47.2 | ||
Plus: Unamortized premium and discount, net | 41.6 | 41.6 | 42.2 | ||
Total Long-term Debt | $ 6,032.4 | 6,032.4 | 6,441.6 | ||
Repayments of Long-term Debt | 904.4 | $ 1,698.3 | |||
Payments of Debt Issuance Costs | $ 7.4 | 16.8 | |||
Debt Covenant, Leverage Ratio | 4.25 | 4.25 | |||
Debt Covenant, Percentage of Revolving Credit Commitments | 30% | 30% | |||
Gross Repayments of Long-term debt | $ 73.9 | $ 915 | 1,698.3 | ||
Payments of debt premiums | 24.1 | 74.3 | |||
Write-off of Unamortized Debt Discount/(Premium) | (0.2) | ||||
(Gain) loss on extinguishment of debt, net | (10.2) | $ 0 | 9.1 | 93.2 | |
Maximum | |||||
Debt Instrument | |||||
Gross Repayments of Long-term debt | 450 | ||||
Revolving Credit Facility | |||||
Debt Instrument | |||||
Line of Credit Facility, Current Borrowing Capacity | 750 | 750 | |||
Letters of Credit Outstanding, Amount | 21.2 | 21.2 | 19.2 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 728.8 | 728.8 | 730.8 | ||
Debt Covenant, Maximum Undischarged Judgments | 100 | 100 | |||
Payments of Financing Costs | $ 0.4 | ||||
Revolving Credit Facility | Minimum | |||||
Debt Instrument | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||
Revolving Credit Facility | Maximum | |||||
Debt Instrument | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | ||||
Revolving Credit Facility | Base Rate | Minimum | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Revolving Credit Facility | Base Rate | Maximum | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||
Revolving Credit Facility | Base Rate | Median | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Revolving Credit Facility | Federal Funds | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Revolving Credit Facility | One-Month Eurodollar | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||
Revolving Credit Facility | Eurodollar | Minimum | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Revolving Credit Facility | Eurodollar | Maximum | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 2% | ||||
Revolving Credit Facility | Eurodollar | Median | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Line of Credit | |||||
Debt Instrument | |||||
Line of Credit Facility, Current Borrowing Capacity | 75 | $ 75 | |||
Municipal Bonds | |||||
Debt Instrument | |||||
Long-term Debt | 6.4 | 6.4 | 7.5 | ||
Gross Repayments of Long-term debt | $ 1.1 | 1 | |||
Term Loan | Secured Overnight Financing Rate | |||||
Debt Instrument | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
4.50% Senior Notes Maturing in September 2031 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | 1,741.1 | $ 1,741.1 | 1,800 | ||
Gross Repayments of Long-term debt | 58.9 | $ 58.9 | |||
Debt Issuance, Tender Premium, Percentage of Par Value | 5% | ||||
4.50% Senior Notes Maturing in September 2031 | Senior Notes | Minimum | |||||
Debt Instrument | |||||
Debt Instrument, Issuance Price, Percentage of Par Value | 80% | ||||
4.50% Senior Notes Maturing in September 2031 | Senior Notes | Maximum | |||||
Debt Instrument | |||||
Debt Instrument, Issuance Price, Percentage of Par Value | 87% | ||||
4.625% Senior Notes Maturing April 2030 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | 1,650 | $ 1,650 | 1,650 | ||
Debt Issuance, Tender Premium, Percentage of Par Value | 5% | ||||
4.625% Senior Notes Maturing April 2030 | Senior Notes | Minimum | |||||
Debt Instrument | |||||
Debt Instrument, Issuance Price, Percentage of Par Value | 81% | ||||
4.625% Senior Notes Maturing April 2030 | Senior Notes | Maximum | |||||
Debt Instrument | |||||
Debt Instrument, Issuance Price, Percentage of Par Value | 88% | ||||
5.50% Senior Notes Maturing in December 2029 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | $ 1,235 | $ 1,235 | 750 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | |||
Proceeds from Issuance of Debt | $ 514 | ||||
Payments of Debt Issuance Costs | $ 3.5 | ||||
Debt Instrument, Issuance Price, Percentage of Par Value | 103.50% | ||||
Gross Repayments of Long-term debt | $ 15 | ||||
Write-off of Unamortized Debt Discount/(Premium) | $ (0.2) | ||||
5.625% senior notes maturing January 2028 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | 940.9 | 940.9 | 940.9 | ||
5.75% Senior Notes Maturing March 2027 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | $ 459.3 | $ 459.3 | $ 1,299.3 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | 5.75% | |||
Gross Repayments of Long-term debt | $ 840 | ||||
Debt Instrument, Redemption Price, Percentage | 102.875% | ||||
Gross Repayments of Long-term debt, percentage | 65% | ||||
Additional 5.50% Senior Notes Maturing in December 2029 | Senior Notes | |||||
Debt Instrument | |||||
Long-term Debt | $ 500 | $ 500 | |||
5.00% Senior Notes maturing August 2026 | Senior Notes | |||||
Debt Instrument | |||||
Gross Repayments of Long-term debt | 1,697.3 | ||||
Incremental Term Loan | Term Loan | |||||
Debt Instrument | |||||
Loans Payable to Bank | 840 | 840 | |||
Gross Repayments of Long-term debt | 840 | ||||
Loss on extinguishment of debt and refinancing fees, net | |||||
Debt Instrument | |||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.6 | 5.6 | 18.9 | ||
Write-off of Unamortized Debt Discount/(Premium) | 0 | (13.5) | |||
Payment (Proceeds) for debt discounts and premiums | (10.6) | 13.5 | 74.3 | ||
Loss on extinguishment of debt and refinancing fees, net | Municipal Bonds | |||||
Debt Instrument | |||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0 | 0 | |||
Write-off of Unamortized Debt Discount/(Premium) | 0 | 0 | |||
Payment (Proceeds) for debt discounts and premiums | 0 | 0 | |||
Loss on extinguishment of debt and refinancing fees, net | Joinder Agreement | |||||
Debt Instrument | |||||
(Gain) loss on extinguishment of debt, net | 3.5 | ||||
Loss on extinguishment of debt and refinancing fees, net | 4.50% Senior Notes Maturing in September 2031 | Senior Notes | |||||
Debt Instrument | |||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.5 | 0.5 | |||
Write-off of Unamortized Debt Discount/(Premium) | 0 | 0 | |||
Payment (Proceeds) for debt discounts and premiums | (9.4) | (9.4) | |||
Loss on extinguishment of debt and refinancing fees, net | 5.50% Senior Notes Maturing in December 2029 | Senior Notes | |||||
Debt Instrument | |||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.1 | 0.1 | |||
Write-off of Unamortized Debt Discount/(Premium) | (0.2) | ||||
Payment (Proceeds) for debt discounts and premiums | $ (1.2) | (1.2) | |||
Loss on extinguishment of debt and refinancing fees, net | 5.75% Senior Notes Maturing March 2027 | Senior Notes | |||||
Debt Instrument | |||||
Payments of debt premiums | 24.1 | ||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 5 | ||||
Write-off of Unamortized Debt Discount/(Premium) | (13.3) | ||||
Payment (Proceeds) for debt discounts and premiums | 24.1 | ||||
(Gain) loss on extinguishment of debt, net | $ 15.8 | ||||
Loss on extinguishment of debt and refinancing fees, net | 5.00% Senior Notes maturing August 2026 | Senior Notes | |||||
Debt Instrument | |||||
Write off of Debt Issuance Costs and Deferred Financing Fees | 18.9 | ||||
Write-off of Unamortized Debt Discount/(Premium) | $ 0 | ||||
Payment (Proceeds) for debt discounts and premiums | $ 74.3 | ||||
High-End Ratio | Revolving Credit Facility | |||||
Debt Instrument | |||||
Debt Covenant, Leverage Ratio | 3 | 3 | |||
Low-End Ratio | Revolving Credit Facility | |||||
Debt Instrument | |||||
Debt Covenant, Leverage Ratio | 1.50 | 1.50 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Michael Foods $ in Millions | Dec. 31, 2016 USD ($) | Jun. 30, 2022 USD ($) defendant | Sep. 30, 2021 USD ($) |
Loss Contingencies | |||
Claims filed, number | 22 | ||
Loss Contingency, Number of Defendants | defendant | 20 | ||
Loss Contingency, Pending Claims, Number of Plaintiff Groups | 3 | ||
Litigation Settlement, Amount Awarded to Other Party | $ 75 | ||
Estimated Litigation Liability, Current | $ 3.5 | $ 3.5 |
Pension and Other Postretirem_3
Pension and Other Postretirement Benefits - Components of Net Periodic Benefit Cost (Gain) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pension Benefits | North America | ||||
Components of net periodic benefit cost (gain) | ||||
Service cost | $ 1.1 | $ 0.9 | $ 3.3 | $ 2.8 |
Interest cost | 0.9 | 0.8 | 2.6 | 2.4 |
Expected return on plan assets | (1.8) | (1.6) | (5.3) | (4.8) |
Recognized net actuarial loss | 0.4 | 0.6 | 1.2 | 1.8 |
Recognized prior service cost (credit) | 0.1 | 0.1 | 0.1 | 0.1 |
Net periodic benefit cost (gain) | 0.7 | 0.8 | 1.9 | 2.3 |
Pension Benefits | Other International | ||||
Components of net periodic benefit cost (gain) | ||||
Interest cost | 3.9 | 3.8 | 12.2 | 11.3 |
Expected return on plan assets | (6.1) | (6.3) | (19.2) | (18.6) |
Recognized net actuarial loss | 0.1 | 0.1 | 0.3 | 0.3 |
Net periodic benefit cost (gain) | (2.1) | (2.4) | (6.7) | (7) |
Other Postretirement Benefit Plan | North America | ||||
Components of net periodic benefit cost (gain) | ||||
Service cost | 0.1 | 0.2 | 0.3 | 0.4 |
Interest cost | 0.4 | 0.4 | 1.2 | 1.2 |
Recognized net actuarial loss | 0.2 | 0.2 | 0.5 | 0.8 |
Recognized prior service cost (credit) | (1.2) | (1.1) | (3.5) | (3.5) |
Net periodic benefit cost (gain) | $ (0.5) | $ (0.3) | $ (1.5) | $ (1.1) |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 10, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Total Share Repurchase Cost | $ 343 | $ 322.7 | ||||
Cash received from share repurchase contracts | 0 | 47.5 | ||||
Common Stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Payments for accrued repurchases of common stock | $ 4 | $ 7.4 | ||||
Common Stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Shares repurchased (in millions) | 1.9 | 0 | 3.8 | 3.3 | ||
Average price per share including broker’s commissions (a) | $ 76.45 | $ 0 | $ 76.45 | $ 103.81 | $ 89.96 | $ 95.78 |
Total Share Repurchase Cost | $ 145.8 | $ 0 | $ 339 | $ 315.3 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Segment Reporting Information | |||||
Net Sales | $ 1,524.9 | $ 1,247.5 | $ 4,272.1 | $ 3,624.8 | |
Interest expense, net | 75.6 | 82.4 | 245.6 | 249.7 | |
(Gain) loss on extinguishment of debt, net | (10.2) | 0 | 9.1 | 93.2 | |
(Income) expense on swaps, net | (131.6) | 121.6 | (222.9) | (105.6) | |
Earnings (loss) before income taxes and equity method loss | 219.6 | (46.1) | 748.7 | 185.5 | |
Depreciation and amortization | 93.8 | 91.7 | 285.5 | 268.6 | |
Assets | 11,560.2 | 11,560.2 | $ 12,414.7 | ||
Gain on investment in BellRing | (35.1) | 0 | (482.8) | 0 | |
Disposal Group, Including Discontinued Operation, Assets | 0 | 0 | 694.1 | ||
Continuing Operations | |||||
Segment Reporting Information | |||||
Assets | 11,720.6 | ||||
5.75% Senior Notes Maturing March 2027 | Loss on extinguishment of debt and refinancing fees, net | Senior Notes | |||||
Segment Reporting Information | |||||
(Gain) loss on extinguishment of debt, net | 15.8 | ||||
Corporate | |||||
Segment Reporting Information | |||||
General corporate expenses and other | 47.6 | 0.7 | 138.7 | 29.6 | |
Depreciation and amortization | 0.8 | 1.1 | 2.7 | 3.1 | |
Assets | 1,247.4 | 1,247.4 | 1,248.2 | ||
Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 1,524.9 | 1,247.5 | 4,272.1 | 3,624.8 | |
Segment Profit (Loss) | 165.9 | 158.6 | 436.4 | 452.4 | |
Depreciation and amortization | 93 | 90.6 | 282.8 | 265.5 | |
Operating Segments | Post Consumer Brands | |||||
Segment Reporting Information | |||||
Net Sales | 574.7 | 468.7 | 1,655.1 | 1,393.6 | |
Segment Profit (Loss) | 81.8 | 87.8 | 232.6 | 250.1 | |
Depreciation and amortization | 33.3 | 30 | 101 | 87.4 | |
Assets | 3,532.1 | 3,532.1 | 3,467.8 | ||
Operating Segments | Weetabix | |||||
Segment Reporting Information | |||||
Net Sales | 124.9 | 123.4 | 360.5 | 350.3 | |
Segment Profit (Loss) | 27.8 | 28.6 | 81.8 | 82.6 | |
Depreciation and amortization | 8.9 | 9.8 | 27.8 | 28.6 | |
Assets | 1,769.6 | 1,769.6 | 1,930.4 | ||
Operating Segments | Foodservice | |||||
Segment Reporting Information | |||||
Net Sales | 579 | 435.1 | 1,469.5 | 1,158.8 | |
Segment Profit (Loss) | 45.9 | 27.9 | 81 | 47.5 | |
Depreciation and amortization | 31.8 | 32 | 95.3 | 94.3 | |
Operating Segments | Refrigerated Retail | |||||
Segment Reporting Information | |||||
Net Sales | 246.4 | 220.8 | 787.4 | 723.4 | |
Segment Profit (Loss) | 10.4 | 14.3 | 41 | 72.2 | |
Depreciation and amortization | 19 | 18.8 | 58.7 | 55.2 | |
Operating Segments | Foodservice and Refrigerated Retail | |||||
Segment Reporting Information | |||||
Assets | 5,011.1 | 5,011.1 | $ 5,074.2 | ||
Eliminations | Segment Eliminations | |||||
Segment Reporting Information | |||||
Net Sales | (0.1) | (0.5) | (0.4) | (1.3) | |
Cereal and granola | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 657.8 | 570.1 | 1,936.5 | 1,704.1 | |
Nut butters | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 35.5 | 21.8 | 72.5 | 39.2 | |
Eggs and egg products | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 560.6 | 416.1 | 1,420.7 | 1,108 | |
Side dishes (including potato products) | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 158.2 | 133.7 | 489.3 | 427.6 | |
Cheese and dairy | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 51 | 50.8 | 164.6 | 168.1 | |
Sausage | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 38.8 | 37.4 | 131.2 | 124.7 | |
Other | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 16.9 | 18.4 | 51.9 | 54.6 | |
Product Eliminations | Eliminations | |||||
Segment Reporting Information | |||||
Net Sales | (0.1) | (0.8) | (0.8) | (1.5) | |
Protein-based shakes | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | $ 6.2 | $ 0 | $ 6.2 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jul. 26, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 25, 2022 | |
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | $ 73.9 | $ 915 | $ 1,698.3 | ||
5.50% Senior Notes Maturing in December 2029 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | 15 | ||||
Debt Instrument, Issuance Price, Percentage of Par Value | 103.50% | ||||
4.50% Senior Notes Maturing in September 2031 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | 58.9 | $ 58.9 | |||
5.75% Senior Notes Maturing March 2027 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | $ 840 | ||||
Gross Repayments of Long-term debt, percentage | 65% | ||||
Incremental Term Loan | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Loans Payable to Bank | $ 840 | $ 840 | |||
Gross Repayments of Long-term debt | $ 840 | ||||
Subsequent Event | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | $ 450 | ||||
Subsequent Event | 4.625% Senior Notes Maturing April 2030 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | $ 139.8 | ||||
Gross Repayments of Long-term debt, percentage | 8% | ||||
Debt Instrument, Issuance Price, Percentage of Par Value | 87% | ||||
Subsequent Event | 4.50% Senior Notes Maturing in September 2031 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Gross Repayments of Long-term debt | $ 381.8 | ||||
Gross Repayments of Long-term debt, percentage | 22% | ||||
Debt Instrument, Issuance Price, Percentage of Par Value | 86% | ||||
Subsequent Event | Second Incremental Term Loan | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Loans Payable to Bank | $ 450 |