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. |