Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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, $0.01 par value per share | |
Trading Symbol | POST | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 61,218,573 | |
Entity Central Index Key | 0001530950 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Sales | $ 1,859.4 | $ 1,524.9 | $ 5,045.6 | $ 4,272.1 |
Cost of goods sold | 1,357.8 | 1,160.2 | 3,715.3 | 3,197.2 |
Gross Profit | 501.6 | 364.7 | 1,330.3 | 1,074.9 |
Selling, general and administrative expenses | 300.9 | 225 | 768.9 | 680.9 |
Amortization of intangible assets | 42.4 | 36.6 | 115.4 | 109.5 |
Other operating (income) expense, net | 0 | (2.4) | 0.1 | 0.8 |
Operating Profit | 158.3 | 105.5 | 445.9 | 283.7 |
Interest expense, net | 72.7 | 75.6 | 202.4 | 245.6 |
(Gain) loss on extinguishment of debt, net | (6.4) | (10.2) | (21.2) | 9.1 |
Income on swaps, net | (17.1) | (131.6) | (20.4) | (222.9) |
Gain on investment in BellRing | 0 | (35.1) | (5.1) | (482.8) |
Other income, net | (16) | (12.8) | (27.8) | (14) |
Earnings before Income Taxes and Equity Method Loss | 125.1 | 219.6 | 318 | 748.7 |
Income tax expense | 26.8 | 35 | 70.4 | 43.3 |
Equity method loss, net of tax | 0 | 12 | 0.2 | 49.3 |
Net Earnings from Continuing Operations, Including Noncontrolling Interests | 98.3 | 172.6 | 247.4 | 656.1 |
Less: Net earnings attributable to noncontrolling interests from continuing operations | 8.7 | 2.4 | 11.8 | 5 |
Net Earnings from Continuing Operations | 89.6 | 170.2 | 235.6 | 651.1 |
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 0 | 0 | 21.6 |
Net Earnings | $ 89.6 | $ 170.2 | $ 235.6 | $ 672.7 |
Earnings Per Share [Abstract] | ||||
Earnings from Continuing Operations, Per Basic Share | $ 1.49 | $ 2.77 | $ 4.13 | $ 10.61 |
Earnings from Continuing Operations, Per Diluted Share | 1.38 | 2.72 | 3.82 | 10.47 |
Earnings from Discontinued Operation, Per Basic Share | 0 | 0 | 0 | 0.35 |
Earnings from Discontinued Operation, Per Diluted Share | 0 | 0 | 0 | 0.35 |
Earnings, Per Basic Share | 1.49 | 2.77 | 4.13 | 10.96 |
Earnings, Per Diluted Share | $ 1.38 | $ 2.72 | $ 3.82 | $ 10.82 |
Weighted Average Number of Shares Outstanding | ||||
Weighted-Average Common Shares Outstanding, Basic (in shares) | 61.6 | 60.4 | 59.7 | 61.5 |
Weighted-Average Common Shares Outstanding, Diluted (in shares) | 68.5 | 61.6 | 66.7 | 62.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 89.6 | $ 170.2 | $ 235.6 | $ 672.7 |
Net earnings attributable to noncontrolling interests from continuing operations | 8.7 | 2.4 | 11.8 | 5 |
Net earnings attributable to noncontrolling interest from discontinued operations | 0 | 0 | 0 | 11.8 |
Net Earnings Including Noncontrolling Interests | 98.3 | 172.6 | 247.4 | 689.5 |
Pension and postretirement benefits adjustments: | ||||
Reclassifications to net earnings | (1.2) | (0.4) | (3.5) | (1.4) |
Hedging adjustments: | ||||
Reclassifications to net earnings | 0 | 0 | 0 | 7.1 |
Foreign currency translation adjustments: | ||||
Unrealized foreign currency translation adjustments | 36.1 | (124.3) | 185.3 | (165.5) |
Tax benefit (expense) on pension and postretirement benefits adjustments: | ||||
Reclassifications to net earnings | 0.2 | 0.1 | 0.8 | 0.4 |
Tax benefit (expense) on hedging adjustments: | ||||
Reclassifications to net earnings | 0 | 0 | 0 | (1.8) |
Total Other Comprehensive Income (Loss) Including Noncontrolling Interests | 35.1 | (124.6) | 182.6 | (161.2) |
Less: Comprehensive income attributable to noncontrolling interests | 8.2 | 2.1 | 10.2 | 17.8 |
Total Comprehensive Income | $ 125.2 | $ 45.9 | $ 419.8 | $ 510.5 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 208.8 | $ 586.5 |
Restricted cash | 18 | 3.6 |
Receivables, net | 564.9 | 544.2 |
Inventories | 779.3 | 549.1 |
Investment in BellRing | 0 | 94.8 |
Investments held in trust | 0 | 346.8 |
Prepaid expenses and other current assets | 69.3 | 98.4 |
Total Current Assets | 1,640.3 | 2,223.4 |
Property, net | 1,992.6 | 1,751.9 |
Goodwill | 4,649 | 4,349.6 |
Other intangible assets, net | 3,272.4 | 2,712.2 |
Other assets | 332.6 | 270.9 |
Total Assets | 11,886.9 | 11,308 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current portion of long-term debt | 1.1 | 1.1 |
Accounts payable | 389.2 | 452.7 |
Other current liabilities | 405 | 370 |
Total Current Liabilities | 795.3 | 823.8 |
Long-term debt | 6,186.1 | 5,956.6 |
Deferred income taxes | 694 | 688.4 |
Other liabilities | 251.7 | 266.9 |
Total Liabilities | 7,927.1 | 7,735.7 |
Redeemable noncontrolling interest | 0 | 306.6 |
Common stock | 0.9 | 0.9 |
Additional paid-in capital | 5,268.7 | 4,748.2 |
Retained earnings | 1,350.8 | 1,109 |
Accumulated other comprehensive loss | (78.7) | (262.9) |
Treasury stock, at cost | (2,591.7) | (2,341.2) |
Total Shareholders’ Equity Excluding Noncontrolling Interests | 3,950 | 3,254 |
Noncontrolling interests | 9.8 | 11.7 |
Total Shareholders’ Equity | 3,959.8 | 3,265.7 |
Total Liabilities and Shareholders’ Equity | $ 11,886.9 | $ 11,308 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net Earnings from Continuing Operations, Including Noncontrolling Interests | $ 247.4 | $ 656.1 |
Adjustments to reconcile net earnings from continuing operations, including noncontrolling interests, to net cash provided by operating activities: | ||
Depreciation and amortization | 293.3 | 285.5 |
Unrealized gain on interest rate swaps, foreign exchange contracts and warrant liabilities, net | (27.4) | (249.2) |
Gain on investment in BellRing | (5.1) | (482.8) |
(Gain) loss on extinguishment of debt, net | (21.2) | 9.1 |
Non-cash stock-based compensation expense | 57.2 | 48.3 |
Equity method loss, net of tax | 0.2 | 49.3 |
Deferred income taxes | (11.2) | (9) |
Non-cash gain on write-off of deferred underwriting commissions | (10.7) | 0 |
Other, net | 0.8 | (1.5) |
Other changes in operating assets and liabilities, net of business acquisitions, held for sale assets and liabilities and divestitures: | ||
Increase in receivables, net | (17.7) | (105.7) |
Increase in inventories | (20.7) | (58.6) |
Decrease (increase) in prepaid expenses and other current assets | 40.5 | (20.4) |
(Increase) decrease in other assets | (15) | 21.5 |
(Decrease) increase in accounts payable and other current liabilities | (38.1) | 73.4 |
Increase in non-current liabilities | 8.2 | 3.7 |
Net Cash Provided by Operating Activities - continuing operations | 480.5 | 219.7 |
Net Cash Used in Operating Activities - discontinued operations | 0 | (1.6) |
Net Cash Provided by Operating Activities | 480.5 | 218.1 |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | (715.2) | (24.8) |
Return of subsidiary investments held in trust account | 345 | 0 |
Additions to property | (201.9) | (167.3) |
Proceeds from sale of property and assets held for sale | 1.2 | 17.8 |
Proceeds from sale of business | 4.6 | 50.5 |
Investments in partnerships | (1.4) | (8.9) |
Other, net | (0.2) | 0.4 |
Net Cash Used in Investing Activities - continuing operations | (567.9) | (132.3) |
Net Cash Used in Investing Activities - discontinued operations | 0 | (0.8) |
Net Cash Used in Investing Activities | (567.9) | (133.1) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of debt | 530 | 1,340 |
Repayments of debt, net of discounts | (178.4) | (904.4) |
Premium from issuance of debt | 0 | 17.5 |
Purchases of treasury stock | (242.4) | (343) |
Payments of debt issuance costs and deferred financing fees | (3.1) | (7.4) |
Payments of debt premiums | 0 | (24.1) |
Distributions to BellRing Brands, Inc., net | 0 | (547.2) |
Redemption of Post Holdings Partnering Corporation Series A common stock | (312.5) | 0 |
Financing portion of cash paid for rate-lock interest rate swaps | (43.5) | 0 |
Other, net | (29.8) | (17.8) |
Net Cash Used in Financing Activities - continuing operations | (279.7) | (486.4) |
Net Cash Used in Financing Activities - discontinued operations | 0 | (149.5) |
Net Cash Used in Financing Activities | (279.7) | (635.9) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 3.8 | (5.8) |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (363.3) | (556.7) |
Cash, Cash Equivalents and Restricted Cash, Beginning of Year | 590.1 | 671.6 |
Cash, Cash Equivalents and Restricted Cash, Discontinued Operations, Beginning of Year | 0 | 152.6 |
Cash, Cash Equivalents and Restricted Cash, End of Period | $ 226.8 | $ 267.5 |
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, 2021 | $ 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 | $ 11.8 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (16.7) | (1) | |||||||
Non-cash stock-based compensation expense | 49 | 2.9 | |||||||
Issuance of common stock | 0 | ||||||||
BellRing Spin-off | 442.5 | 2.3 | 2.7 | ||||||
Net earnings | $ 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 (loss) earnings attributable to noncontrolling interests | 5 | 12.4 | |||||||
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 | |||||||
Non-cash stock-based compensation expense | 16.7 | 0 | |||||||
Issuance of common stock | 0 | ||||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Net earnings | 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 (loss) earnings attributable to noncontrolling interests | 2.4 | 0.2 | |||||||
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 Sep. 30, 2022 | 3,254 | 0.9 | 4,748.2 | 1,109 | (29.7) | 74.8 | (308) | (2,341.2) | |
Total Shareholders' Equity, Beginning of period at Sep. 30, 2022 | 3,265.7 | 11.7 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (29) | 0 | |||||||
Non-cash stock-based compensation expense | 57.2 | 0 | |||||||
Issuance of common stock | 492.3 | ||||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Net earnings | 235.6 | 235.6 | |||||||
Post Holdings Partnering Corporation deemed dividend | 6.2 | ||||||||
Net change in retirement benefits, net of tax | (2.7) | ||||||||
Net change in hedges, net of tax | 0 | 0 | |||||||
Foreign currency translation adjustments | 186.9 | (1.6) | |||||||
Purchases of treasury stock | (250.5) | 0 | |||||||
Net (loss) earnings attributable to noncontrolling interests | 11.8 | (0.3) | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2023 | 3,950 | 0.9 | 5,268.7 | 1,350.8 | (32.4) | 74.8 | (121.1) | (2,591.7) | |
Total Shareholders' Equity, End of period at Jun. 30, 2023 | 3,959.8 | 9.8 | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, Beginning of period at Mar. 31, 2023 | 0.9 | 4,757.5 | 1,253.8 | (31.4) | 74.8 | (157.7) | (2,424.9) | ||
Total Shareholders' Equity, Beginning of period at Mar. 31, 2023 | 10.9 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Activity under stock and deferred compensation plans | (1.1) | 0 | |||||||
Non-cash stock-based compensation expense | 20 | 0 | |||||||
Issuance of common stock | 492.3 | ||||||||
BellRing Spin-off | 0 | 0 | 0 | ||||||
Net earnings | 89.6 | 89.6 | |||||||
Post Holdings Partnering Corporation deemed dividend | 7.4 | ||||||||
Net change in retirement benefits, net of tax | (1) | ||||||||
Net change in hedges, net of tax | 0 | 0 | |||||||
Foreign currency translation adjustments | 36.6 | (0.5) | |||||||
Purchases of treasury stock | (166.8) | 0 | |||||||
Net (loss) earnings attributable to noncontrolling interests | 8.7 | (0.6) | |||||||
Shareholders' Equity Excluding Noncontrolling Interest, End of period at Jun. 30, 2023 | 3,950 | $ 0.9 | $ 5,268.7 | $ 1,350.8 | $ (32.4) | $ 74.8 | $ (121.1) | $ (2,591.7) | |
Total Shareholders' Equity, End of period at Jun. 30, 2023 | $ 3,959.8 | $ 9.8 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2023 | |
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 subsidiaries), which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed with the SEC on November 17, 2022. On March 10, 2022, the Company completed its 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 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. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial condition, cash flows and shareholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. Certain reclassifications have been made to previously reported financial information to conform to the current period presentation. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued and Adopted Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDSThe Company has considered all new accounting pronouncements and has concluded there are no new pronouncements 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. |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups | 9 Months Ended |
Jun. 30, 2023 | |
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, $0.01 par value 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. The Company’s equity interest in BellRing subsequent to the BellRing Spin-off (its “Investment in BellRing”) was 14.2% immediately following 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 related to the BellRing Spin-off and subsequent divestment of its Investment in BellRing (see Note 4) of zero and $0.1 during the three and nine months ended June 30, 2023, respectively, and $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 Statements 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 net assets as of March 10, 2022. Total Assets $ 633.0 Less: Total Liabilities 1,064.6 BellRing Net Assets $ (431.6) 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 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. 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 and Condensed Consolidated Statements of Cash Flows. The following table presents the components of net earnings from discontinued operations during the nine months ended June 30, 2022 prior to the completion of the BellRing Spin-off on March 10, 2022. Net Sales $ 541.9 Cost of goods sold 390.3 Gross Profit 151.6 Selling, general and administrative expenses 68.5 Amortization of intangible assets 8.7 Operating Profit 74.4 Interest expense, net 13.1 Loss on extinguishment of debt, net 17.6 Earnings from Discontinued Operations before Income Taxes 43.7 Income tax expense 10.3 Net Earnings from Discontinued Operations, Including Noncontrolling Interest 33.4 Less: Net earnings attributable to noncontrolling interest from discontinued operations 11.8 Net Earnings from Discontinued Operations, Net of Tax and Noncontrolling Interest $ 21.6 |
Noncontrolling Interests, Equit
Noncontrolling Interests, Equity Interests and Related Party Transactions (Notes) | 9 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Noncontrolling Interests, Equity Interests and Related Party Transactions - PHPC | Post Holdings Partnering Corporation In May and June of 2021, the Company and Post Holdings Partnering Corporation, a special purpose acquisition company (“PHPC”), consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which PHPC Sponsor, LLC, the Company’s wholly-owned subsidiary (“PHPC Sponsor”), purchased 4.0 million PHPC Units. Each PHPC Unit consisted 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 entitled 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. The PHPC Units, PHPC Series A Common Stock and PHPC Warrants each traded on the New York Stock Exchange (the “NYSE”) under the ticker symbols “PSPC.U”, “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”). Substantially concurrently with the closing of the PHPC IPO, PHPC completed the private sale of 1.1 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, generating proceeds to PHPC of $10.9 (the “PHPC Private Placement”). The PHPC Private Placement Units sold in the PHPC Private Placement were 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 were held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) could have been exercised for cash or on a cashless basis, (ii) were not subject to being called for redemption (except in certain circumstances if the PHPC Warrants were called for redemption and a certain price per share of PHPC Series A Common Stock threshold was met) and (iii) subject to certain limited exceptions, would have been subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants were held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants would have been 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 (the “PHPC Series F Common Stock”), had 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 PHPC IPO, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), which provided 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. PHPC Sponsor was the primary beneficiary of PHPC as it had, 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 impacted PHPC’s economic performance, including target identification. As such, PHPC was fully consolidated into the Company’s financial statements until the time of its dissolution, as discussed below. Pr oceeds of $345.0 were deposited in a trust account established for the benefit of PHPC’s public stockholders, which consisted 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, which represented the number of PHPC Units sold at the offering price of $10.00 per PHPC Unit , was required by the underwriting agreement to be maintained in the trust account. These pr oceeds were invested only in U.S. treasury securities . At September 30, 2022, there was $346.8 held in the trust account, which was included in “Investments held in trust” on the Condensed Consolidated Balance Sheets. The public stockholders’ ownership of PHPC equity represented a noncontrolling interest (“NCI”) to the Company, which was classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock was redeemable at the option of the public stockholders in certain circumstances. The carrying amount of the redeemable NCI was equal to the greater of (i) the initial carrying amount, increased or decreased for the redeemable NCI’s share of PHPC’s net earnings or loss, other comprehensive income or loss (“OCI”) and distributions or (ii) the redemption value. The redemption value represented the amount the public stockholders of PHPC Series A Common Stock would be entitled in certain circumstances to redeem their shares of PHPC Series A Common Stock for, which was 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 (which interest was net of taxes payable, and less up to $0.1 of interest to pay dissolution expenses). As of September 30, 2022, the carrying amount of the redeemable NCI was recorded at its redemption value of $306.6 on the Condensed Consolidated Balance Sheets. Remeasurements to the redemption value of the redeemable NCI were recognized as a deemed dividend and were 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 $10.7 were deferred underwriting commissions that would have become payable to the underwriters solely in the event that PHPC completed a partnering transaction and were included in “Other current liabilities” on the Condensed Consolidated Balance Sheets at September 30, 2022. As of September 30, 2022 and prior to the PHPC Redemption (as defined below), the Company beneficially owned 31.0% of the equity of PHPC and the net earnings and net assets of PHPC were consolidated within the Company’s financial statements. The remaining 69.0% of the consolidated net earnings and net assets of PHPC, which represented 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, eliminated in consolidation. On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. Subsequent to the decision to liquidate and dissolve, PHPC completed certain winding-up activities, which included writing-off the deferred underwriting commissions as the underwriters agreed to waive their rights to these amounts should a partnering transaction not occur. The Company recorded a $10.7 gain in connection with this write-off, which was recorded in “Other income, net” on the Condensed Consolidated Statements of Operations during both the three and nine months ended June 30, 2023. On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless and the Forward Purchase Agreement terminated in accordance with its terms, as PHPC had not completed a partnering transaction before the expiration of the Combination Period. On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. In connection with the PHPC Redemption: • $353.4 of funds held in the trust account immediately prior to the PHPC Redemption were distributed to redeem all of the outstanding shares of PHPC Series A Common Stock, which reduced “Investments held in trust” on the Condensed Consolidated Balance Sheets to zero as of June 30, 2023. The Company received $40.9 from the PHPC Redemption related to its ownership of 4.0 million shares of PHPC Series A Common Stock; and • redeemable NCI of $312.5 immediately prior to the PHPC Redemption was reduced to zero on the Condensed Consolidated Balance Sheets as of June 30, 2023. Subsequent to the PHPC Redemption, PHPC delisted from the NYSE and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the PHPC Private Placement Units and the shares of the PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. The following table summarizes the effects of changes in the Company’s redeemable NCI on the Company’s equity. The three and nine months ended June 30, 2023 represent the periods ended May 30, 2023, as the Company’s redeemable NCI was reduced to zero upon completion of the PHPC Redemption. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net earnings attributable to redeemable NCI $ 9.3 $ 2.2 $ 12.1 $ 4.4 Redemption value adjustment (1.9) (0.4) (5.9) (0.4) PHPC deemed dividend $ 7.4 $ 1.8 $ 6.2 $ 4.0 The following table summarizes the changes to the Company’s redeemable NCI. The three and nine months ended June 30, 2023 represent the periods ended May 30, 2023, as the Company’s redeemable NCI was reduced to zero upon completion of the PHPC Redemption. As of and for the Three Months Ended As of and for the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ 310.6 $ 305.0 $ 306.6 $ 305.0 Net earnings attributable to redeemable NCI 9.3 2.2 12.1 4.4 PHPC deemed dividend (7.4) (1.8) (6.2) (4.0) Redemption of PHPC Series A Common Stock (312.5) — (312.5) — End of period $ — $ 305.4 $ — $ 305.4 |
Equity Method Investments and Joint Ventures Disclosure - 8th Ave | 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 variable interest entity as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” 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. During fiscal 2022, 8th Avenue’s equity method loss attributable to Post exceeded the Company’s remaining investment in 8th Avenue. As such, the Company’s investment in 8th Avenue was zero at both June 30, 2023 and September 30, 2022. In accordance with ASC Topic 323, “Investments—Equity Method and Joint Ventures,” the Company has discontinued applying the equity method to the investment and will resume the recognition of equity method gains (losses) when the Company’s share of cumulative net losses is recovered. As such, the Company did not recognize an equity method gain (loss) attributable to 8th Avenue for the three or nine months ended June 30, 2023. The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue prior to the discontinuance of applying the equity method to the investment. Three Months Ended Nine Months Ended Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (72.5) 60.5 % 60.5 % Equity method loss attributable to Post $ (10.2) $ (43.9) Less: Amortization of basis difference, net of tax (a) 1.7 5.1 Equity method loss, net of tax $ (11.9) $ (49.0) (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 upon the initial recording of its equity method investment in 8th Avenue. The basis difference related to property, plant and equipment and other intangible assets was initially amortized over the weighted-average useful lives of the assets. During the year ended September 30, 2022, the carrying value of the Company’s investment in 8th Avenue was reduced to zero, resulting in the termination of basis difference amortization in accordance with ASC Topic 323. The following table presents summarized financial information of 8th Avenue prior to the discontinuance of applying the equity method to the investment. Three Months Ended Nine Months Ended Net sales $ 267.4 $ 783.2 Gross profit $ 45.5 $ 101.7 Net loss $ (6.6) $ (42.7) Less: Preferred stock dividend 10.2 29.8 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (72.5) 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 $0.7 and $2.3 during the three and nine months ended June 30, 2023, respectively, and $0.8 and $2.4 during the three and nine months ended June 30, 2022, 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, 2023, the Company had net sales to 8th Avenue of $1.2 and $6.7, respectively, and purchases from and royalties paid to 8th Avenue of $16.8 and $65.2, respectively. 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. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The Company had current receivables and current payables with 8th Avenue of $5.0 and $11.1, respectively, at June 30, 2023 and $4.4 and $26.1, respectively, at September 30, 2022. The current receivables and current payables were included in “Receivables, net” and “Accounts payable,” respectively, on the Condensed Consolidated Balance Sheets and related to MSA fees, pass-through charges owed by 8th Avenue to the Company and related party sales and purchases. In addition, the Company had a long-term receivable and a long-term liability with 8th Avenue of $12.8 and $0.7, respectively, at June 30, 2023 and zero and $0.7, respectively, at September 30, 2022, which were included in “Other assets” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets and related to tax indemnifications. |
Equity Method Investments and Joint Ventures Disclosure - BRBR | Investment in BellRing Immediately following the BellRing Spin-off, the Company’s Investment in BellRing represented 19.4 million shares of BellRing Common Stock, or 14.2% of the equity interest in BellRing, which did not represent a controlling interest in BellRing and was accounted for as an equity security. On August 11, 2022, the Company transferred 14.8 million shares of its Investment in BellRing to repay certain outstanding debt obligations as part of the First Debt-for-Equity Exchange (as defined in Note 15). See Note 15 for additional information regarding the First Debt-for-Equity Exchange. As a result, the Company’s remaining Investment in BellRing as of September 30, 2022 represented 4.6 million shares of BellRing Common Stock, or 3.4% of the outstanding equity of BellRing. As of September 30, 2022, the Company’s Investment in BellRing was recorded at its fair value of $94.8 and was included in “Investment in BellRing” on the Condensed Consolidated Balance Sheets (see Note 14). On November 25, 2022, the Company transferred the remaining 4.6 million shares of its Investment in BellRing to repay certain outstanding debt obligations as part of the Second Debt-for-Equity Exchange (as defined in Note 15). See Note 15 for additional information regarding the Second Debt-for-Equity Exchange. The Company had no ownership of BellRing Common Stock as of June 30, 2023. The Company recognized a gain on its Investment in BellRing of $5.1 during the nine months ended June 30, 2023 and $35.1 and $482.8 during the three and nine months ended June 30, 2022, which were recorded in “Gain on investment in BellRing” in the Condensed Consolidated Statements of Operations. There was no gain or loss recorded related to the Company’s Investment in BellRing during the three months ended June 30, 2023. No deferred income taxes were recorded with respect to the non-cash mark-to-market adjustments on the Company’s Investment in BellRing as of June 30, 2023 or September 30, 2022, as the Company fully divested its Investment in BellRing within 12 months of the BellRing Spin-off in a manner intended to qualify as tax-free for U.S. federal income tax purposes. |
Equity Method Investments and Joint Ventures Disclosure - WBX | 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 earnings 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 50.0% 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 zero and $0.2 for the three and nine months ended June 30, 2023, respectively, and $0.1 and $0.3 for the three and nine months ended June 30, 2022, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $3.7 and $4.1 at June 30, 2023 and September 30, 2022, respectively, and was included in “Other assets” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.4 at both June 30, 2023 and September 30, 2022, which was included in “Other assets” on the Condensed Consolidated Balance Sheets. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2023 | |
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 2023 On April 28, 2023, the Company completed its acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business, including brands such as Rachael Ray Nutrish , Nature’s Recipe , 9Lives , Kibbles ’n Bits and Gravy Train , private label pet food assets and certain manufacturing and distribution facilities (collectively, “Pet Food”), facilitating the Company’s entry into the pet food category. The purchase price of the Pet Food acquisition was $1,207.5 which included (i) $700.0 in cash, subject to inventory adjustments, resulting in a payment at closing of $715.5, (ii) 5.4 million shares of Post common stock, or approximately $492.3, and (iii) immaterial working capital adjustments. The cash payment was made using cash on hand, including proceeds from the Fourth Incremental Term Loan (as defined in Note 15). Pet Food is reported in the Post Consumer Brands segment (see Note 19). Based upon the preliminary purchase price allocation, the Company recorded $235.0 of trademarks and licensing agreements and $391.0 of customer relationships, both of which are being amortized over a weighted-average useful life of 18 years. The Company recorded $12.0 and $16.0 of acquisition-related costs, which were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations during the three and nine months ended June 30, 2023, respectively. Net sales included in the Condensed Consolidated Statements of Operations attributable to Pet Food was $275.3 for both the three and nine months ended June 30, 2023. Due to the level of integration of Pet Food within the Post Consumer Brands segment, it is impracticable to separately present net earnings included in the Condensed Consolidated Statements of Operations attributable to Pet Food. Preliminary values of Pet Food are measured as of the date of the acquisition, are not yet finalized pending the final purchase price allocation and are subject to change. The Company expects the final fair value of goodwill related to the Pet Food acquisition to be deductible for U.S. income tax purposes. The following table provides the preliminary purchase price allocation related to the Pet Food acquisition based upon the fair values of assets acquired and liabilities assumed as of June 30, 2023. Inventories $ 204.6 Prepaid expenses and other current assets 0.5 Property, net 191.7 Other intangible assets, net 626.0 Other assets 0.3 Other current liabilities (9.7) Other liabilities (0.2) Total identifiable net assets 1,013.2 Goodwill 194.3 Fair value of total consideration transferred $ 1,207.5 In connection with the Pet Food acquisition, the Company and Smucker entered into a Transition Services Agreement (the “TSA”) pursuant to which Smucker provides certain Pet Food support services to Post for a transition period of 18 months (or up to 24 months at Post’s election) following the close of the acquisition (the “TSA Period”) based on the terms set forth in the TSA. Pet Food support services include, but are not limited to, certain sales, marketing, finance, information technology, procurement and supply chain services. During both the three and nine months ended June 30, 2023, Post incurred $4.0 related to TSA fees, which was recorded within “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Operations. In accordance with the terms of the TSA, Smucker collects sales receivables from and remits payments to customers and vendors, respectively, in accordance with Smucker’s existing contractual terms. Pet Food receivables and payables are settled between Post and Smucker monthly on a net basis per the terms of the TSA. As of June 30, 2023, the Company had recorded a net receivable due from Smucker of $36.2, which was recorded within “Receivables, net” on the Condensed Consolidated Balance Sheets. Fiscal 2022 On April 5, 2022, the Company completed its acquisition of Lacka Foods Limited (“Lacka Foods”), a United Kingdom (“U.K.”)-based distributor and marketer of protein-based shakes and nutritional snacks, for £24.5 million (approximately $32.2), net of cash acquired, using cash on hand. 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 three years with a maximum cash payout of £3.5 million. Lacka Foods is reported in the Weetabix segment. 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 2023 Pet Food acquisition for the periods presented as if the Pet Food acquisition had occurred on October 1, 2021, along with certain pro forma adjustments. The results of operations for the fiscal 2022 Lacka Foods 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 expense based upon the fair value of assets acquired, acquisition-related costs, inventory revaluation adjustments, interest expense, TSA fees 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 Pet Food acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Pro forma net sales $ 1,987.7 $ 1,911.8 $ 5,957.5 $ 5,389.3 Pro forma net earnings from continuing operations $ 116.6 $ 175.9 $ 283.8 $ 512.5 Pro forma basic earnings from continuing operations per common share $ 1.88 $ 2.63 $ 4.62 $ 7.68 Pro forma diluted earnings from continuing operations per common share $ 1.73 $ 2.58 $ 4.28 $ 7.59 |
Amounts Held for Sale (Notes)
Amounts Held for Sale (Notes) | 9 Months Ended |
Jun. 30, 2023 | |
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 the sale of $62.8 book value of assets, for total proceeds of $56.1. Of the $56.1, the Company had $6.0 in escrow, subject to certain contingencies, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheets at September 30, 2022. During the nine months ended June 30, 2023, the Company received $4.6 of the proceeds held in escrow, which reduced the amount in escrow to $1.4 as of June 30, 2023. 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 Statements 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. There were no gains or losses on sale of business recorded during the three months ended June 30, 2022 or the three or nine months ended June 30, 2023. Amounts Held For Sale The Company sold certain Foodservice production equipment in Klingerstown, Pennsylvania (the “Klingerstown Equipment”) in November 2021, which had been previously classified as held for sale. In the nine months ended June 30, 2022, the Company received total proceeds of $10.3 and recorded a gain on assets held for sale of $9.8 related to the sale of the Klingerstown Equipment, which was included in “Other operating (income) expense, net” in the Condensed Consolidated Statements of Operations. There were no held for sale gains or losses recorded in the three months ended June 30, 2022 or the three or nine months ended June 30, 2023. |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective income tax rate was 21.4% and 22.1% for the three and nine months ended June 30, 2023, respectively, and 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 result of (i) a $35.1 and $482.8, respectively, non-cash mark-to-market adjustment on the Company’s Investment in BellRing, which was divested in a manner intended to qualify as tax-free for U.S. federal income tax purposes, 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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings per Share | EARNINGS PER SHARE In accordance with ASC Topic 260, “Earnings Per Share,” the Company has presented basic and diluted earnings per share for both continuing and discontinued operations. Basic earnings per share is based on the average number of shares of common stock outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method and convertible senior notes using the “if converted” method. Remeasurements to the redemption value of the redeemable NCI were recognized as a deemed dividend (see Note 4). The Company made an election to treat the portion of the deemed dividend that exceeded fair value as an adjustment to income available to common shareholders for basic and diluted earnings from continuing operations per share. In addition, dilutive net earnings from continuing operations was adjusted for interest expense, net of tax, related to the Company’s convertible senior notes, and dilutive net earnings from discontinued operations was adjusted for the Company’s share of Old BellRing’s consolidated net earnings prior to the BellRing Spin-off, to the extent it was dilutive. Net earnings from continuing operations was utilized as the “control number” to determine whether potential shares of common stock were dilutive or anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share for both continuing and discontinued operations. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net Earnings from Continuing Operations Net earnings from continuing operations $ 89.6 $ 170.2 $ 235.6 $ 651.1 Impact of redeemable NCI 1.9 (2.9) 11.0 1.4 Net earnings from continuing operations for basic earnings per share $ 91.5 $ 167.3 $ 246.6 $ 652.5 Impact of interest expense, net of tax, related to convertible senior notes 2.7 — 8.1 — Net earnings from continuing operations for diluted earnings per share $ 94.2 $ 167.3 $ 254.7 $ 652.5 Net Earnings from Discontinued Operations Net earnings from discontinued operations for basic earnings per share $ — $ — $ — $ 21.6 Dilutive impact of Old BellRing net earnings from discontinued operations — — — — Net earnings from discontinued operations for diluted earnings per share $ — $ — $ — $ 21.6 Net Earnings Net earnings for basic earnings per share $ 91.5 $ 167.3 $ 246.6 $ 674.1 Net earnings for diluted earnings per share $ 94.2 $ 167.3 $ 254.7 $ 674.1 shares in millions Weighted-average shares for basic earnings per share 61.6 60.4 59.7 61.5 Effect of dilutive securities: Stock options 0.3 0.4 0.4 0.3 Restricted stock units 0.4 0.7 0.5 0.4 Market-based performance restricted stock units 0.7 0.1 0.6 0.1 Earnings-based performance restricted stock units 0.1 — 0.1 — Shares issuable upon conversion of convertible senior notes 5.4 — 5.4 — Total dilutive securities 6.9 1.2 7.0 0.8 Weighted-average shares for diluted earnings per share 68.5 61.6 66.7 62.3 Earnings from Continuing Operations per Common Share: Basic $ 1.49 $ 2.77 $ 4.13 $ 10.61 Diluted $ 1.38 $ 2.72 $ 3.82 $ 10.47 Earnings from Discontinued Operations per Common Share: Basic $ — $ — $ — $ 0.35 Diluted $ — $ — $ — $ 0.35 Earnings per Common Share: Basic $ 1.49 $ 2.77 $ 4.13 $ 10.96 Diluted $ 1.38 $ 2.72 $ 3.82 $ 10.82 The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for both continuing and discontinued operations as they were anti-dilutive. Three Months Ended Nine Months Ended shares in millions 2023 2022 2023 2022 Restricted stock units — — 0.1 0.4 Market-based performance restricted stock units 0.1 0.2 0.1 0.2 |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2023 | |
Inventory [Abstract] | |
Inventories | INVENTORIES June 30, September 30, 2022 Raw materials and supplies $ 264.1 $ 130.9 Work in process 23.2 21.1 Finished products 453.1 361.9 Flocks 38.9 35.2 $ 779.3 $ 549.1 |
Property, net
Property, net | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET June 30, September 30, 2022 Property, at cost $ 3,686.9 $ 3,269.3 Accumulated depreciation (1,694.3) (1,517.4) $ 1,992.6 $ 1,751.9 |
Goodwill (Notes)
Goodwill (Notes) | 9 Months Ended |
Jun. 30, 2023 | |
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, 2022 Goodwill (gross) $ 2,066.8 $ 781.6 $ 1,355.3 $ 803.7 $ 5,007.4 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,457.7 $ 781.6 $ 1,355.3 $ 755.0 $ 4,349.6 Goodwill from acquisition 194.3 — — — 194.3 Currency translation adjustment 0.2 104.9 — — 105.1 Balance, June 30, 2023 Goodwill (gross) $ 2,261.3 $ 886.5 $ 1,355.3 $ 803.7 $ 5,306.8 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,652.2 $ 886.5 $ 1,355.3 $ 755.0 $ 4,649.0 |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | INTANGIBLE ASSETS, NET June 30, 2023 September 30, 2022 Carrying Accumulated Net Carrying Accumulated Net Subject to amortization: Customer relationships $ 2,542.0 $ (909.2) $ 1,632.8 $ 2,129.7 $ (816.4) $ 1,313.3 Trademarks, brands and licensing agreements 887.2 (289.9) 597.3 647.7 (260.4) 387.3 3,429.2 (1,199.1) 2,230.1 2,777.4 (1,076.8) 1,700.6 Not subject to amortization: Trademarks and brands 1,042.3 — 1,042.3 1,011.6 — 1,011.6 $ 4,471.5 $ (1,199.1) $ 3,272.4 $ 3,789.0 $ (1,076.8) $ 2,712.2 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 9 Months Ended |
Jun. 30, 2023 | |
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 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. Cash flows associated with all derivatives are reported as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows, unless the derivative contains an other-than-insignificant financing element, in which case its cash flows are reported as cash flows from financing activities. At June 30, 2023, 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 and between the U.S. Dollar and the Pound Sterling; • pay-fixed, receive-variable interest rate swaps maturing in June 2033 that require monthly settlements and have the effect of hedging interest payments on debt expected to be issued but not yet priced; and • pay-fixed, receive-variable interest rate swaps maturing in April 2026 that require monthly settlements and have the effect of hedging forecasted interest payments on the Company’s Fourth Incremental Term Loan (as defined in Note 15). Fiscal 2023 In fiscal 2023, the Company paid $55.1 in connection with the termination of $849.3 notional value of its rate-lock swap contracts, of which $43.5 related to the termination of rate-lock swap contracts that contained other-than-insignificant financing elements and were reported as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. The Company also paid $2.1 in connection with the termination of $332.6 notional value of its interest rate swap option, and received cash proceeds of $6.7 in connection with the termination of its interest rate swap contract with a $200.0 notional value. Fiscal 2022 In fiscal 2022, the Company paid $17.0 in connection with the termination of $700.0 notional value of its rate-lock swap contracts. The Company also restructured two of its rate-lock swap contracts, which contained other-than-insignificant financing elements. There were no cash settlements paid or received in connection with these restructurings. The following table presents the notional amounts of derivative instruments held. June 30, September 30, 2022 Commodity contracts $ 179.4 $ 145.0 Energy contracts 23.3 23.7 Foreign exchange contracts - Forward contracts 8.4 3.2 Interest rate swaps 700.0 200.0 Interest rate swaps - Rate-lock swaps — 849.3 Interest rate swap - Option — 332.6 PHPC Warrants — 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, 2022 Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 3.6 $ 12.9 Energy contracts Prepaid expenses and other current assets 2.3 13.6 Foreign exchange contracts Prepaid expenses and other current assets 0.1 — Interest rate swaps Prepaid expenses and other current assets 10.8 3.4 Commodity contracts Other assets 0.1 0.5 Interest rate swaps Other assets 3.2 2.5 $ 20.1 $ 32.9 Liability Derivatives: Commodity contracts Other current liabilities $ 11.4 $ 1.5 Energy contracts Other current liabilities 3.3 1.8 Foreign exchange contracts Other current liabilities 0.2 0.1 Interest rate swaps Other current liabilities — 22.5 Commodity contracts Other liabilities 0.1 — Energy contracts Other liabilities 0.1 — Interest rate swaps Other liabilities 8.8 48.1 PHPC Warrants Other liabilities — 1.0 $ 23.9 $ 75.0 The following table presents the statement of operations location and loss (gain) recognized related to the Company’s derivative instruments. Derivative Instruments Statement of Operations Location Three Months Ended June 30, Nine Months Ended 2023 2022 2023 2022 Commodity contracts Cost of goods sold $ 15.2 $ 3.6 $ 20.9 $ (26.0) Energy contracts Cost of goods sold 0.6 (10.3) 9.2 (28.7) Foreign exchange contracts Selling, general and administrative expenses 0.1 0.1 0.1 0.1 Interest rate swaps Income on swaps, net (17.1) (131.6) (20.4) (222.9) PHPC Warrants Other income, net (1.5) (2.8) (1.0) (6.3) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2023 | |
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, 2023 September 30, 2022 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investments $ 13.6 $ 13.6 $ — $ 12.0 $ 12.0 $ — Derivative assets 20.1 — 20.1 32.9 — 32.9 Equity securities 0.7 0.7 — 32.1 32.1 — Investment in BellRing — — — 94.8 94.8 — $ 34.4 $ 14.3 $ 20.1 $ 171.8 $ 138.9 $ 32.9 Liabilities: Deferred compensation liabilities $ 37.4 $ — $ 37.4 $ 33.7 $ — $ 33.7 Derivative liabilities 23.9 — 23.9 75.0 1.0 74.0 $ 61.3 $ — $ 61.3 $ 108.7 $ 1.0 $ 107.7 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. As of September 30, 2022, the PHPC Warrants were valued using the market approach based on quoted prices and were categorized as Level 1. The fair value of the PHPC Warrants was zero as of June 30, 2023, as the PHPC Warrants had expired worthless in connection with the PHPC Redemption and PHPC’s subsequent dissolution. 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 represented the Company’s 3.4% equity interest in BellRing as of September 30, 2022, which was measured at its fair value of $94.8 based on the trading value of the BellRing Common Stock on September 30, 2022 . As of June 30, 2023, the Company did not hold an equity interest in BellRing. Other Fair Value Measurements Investments held in trust held prior to the PHPC Redemption were invested in a fund consisting entirely of U.S. treasury securities. The fund was valued at net asset value per share, and as such, in accordance with ASC Topic 820, the investments were not classified in the fair value hierarchy. Investments held in trust were reported at fair value on the Condensed Consolidated Balance Sheets as of September 30, 2022. In connection with the PHPC Redemption, the investments held in trust were liquidated and the proceeds were disbursed to PHPC’s public stockholders, including $40.9 to the Company, during the third quarter of fiscal 2023. For additional information, 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, 2023 and September 30, 2022 approximated their carrying values. Based on current market rates, the fair value (Level 2) of the Company’s debt, excluding outstanding borrowings under the municipal bond (which are also categorized as Level 2), was $5,723.1 and $5,171.0 as of June 30, 2023 and September 30, 2022, respectively, which included $583.7 and $566.1 related to the Company’s convertible senior notes, 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 using Level 3 inputs. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2023 | |
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, 2022 2.50% convertible senior notes maturing August 2027 $ 575.0 $ 575.0 4.50% senior notes maturing September 2031 1,129.3 1,270.5 4.625% senior notes maturing April 2030 1,452.9 1,482.2 5.50% senior notes maturing December 2029 1,235.0 1,235.0 5.625% senior notes maturing January 2028 940.9 940.9 5.75% senior notes maturing March 2027 459.3 459.3 Fourth Incremental Term Loan 400.0 — Municipal bond 5.3 6.4 $ 6,197.7 $ 5,969.3 Less: Current portion of long-term debt 1.1 1.1 Debt issuance costs, net 45.0 50.1 Plus: Unamortized premium, net 34.5 38.5 Total long-term debt $ 6,186.1 $ 5,956.6 |
Long-Term Debt - BRBR | Debt Transactions in Connection with BellRing On March 8, 2022, the Company entered into a Joinder Agreement No. 1 (the “First 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 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 the Company’s Credit Agreement (as defined below), which the Company borrowed in full on March 8, 2022. The First Joinder Agreement permitted the Company to repay the First Incremental Term Loan, in whole or in part, in cash or, with the prior written consent of the First Funding Incremental Term Loan Lenders, 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, the Company and the First Funding Incremental Term Loan Lenders entered into an exchange agreement (the “First Exchange Agreement”) pursuant to which the Company 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 the Company 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 First 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. For additional information, see “Repayments of Debt” below. 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. For additional information, see “Repayments of Debt” below. 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 under the Company’s Credit Agreement, which the Company borrowed in full on July 25, 2022. The Second Joinder Agreement permitted 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. On August 8, 2022, the Company and the Second Funding Incremental Term Loan Lenders entered into an exchange agreement (the “Second Exchange Agreement”) pursuant to which the Company transferred, on August 11, 2022, 14.8 million shares of its Investment in BellRing to the Second Funding Incremental Term Loan Lenders to repay $342.3 in aggregate principal amount of the Second Incremental Term Loan, excluding accrued interest, which was paid with cash (such exchange, the “First Debt-for-Equity Exchange”). On September 14, 2022, the Company repaid the remaining principal balance of $107.7 of the Second Incremental Term Loan using cash on hand. On November 18, 2022, the Company entered into a Joinder Agreement No. 3 (the “Third Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, J.P. Morgan Securities LLC (“J.P. Morgan”), as lender, Barclays Bank PLC, as administrative agent, and JPMorgan Chase Bank, N.A., as sub-agent to the administrative agent. The Third Joinder Agreement provided for an incremental term loan (the “Third Incremental Term Loan”) of $130.0 under the Company’s Credit Agreement, which the Company borrowed in full on November 18, 2022. Interest on the Third 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, and the maturity date for the Third Incremental Term Loan was December 19, 2022. The Third Joinder Agreement permitted the Company to repay the Third Incremental Term Loan, in whole or in part, in cash or, with the prior written consent of J.P. Morgan, with an alternative form of consideration in lieu of cash. On November 21, 2022, the Company and J.P. Morgan entered into an exchange agreement (the “Third Exchange Agreement”) pursuant to which the Company transferred, on November 25, 2022, the remaining 4.6 million shares of its Investment in BellRing to J.P. Morgan to repay $99.9 in aggregate principal amount of the Third Incremental Term Loan, excluding accrued interest, which was paid with cash (such exchange, the “Second Debt-for-Equity Exchange”). Following the completion of the Second Debt-for-Equity Exchange, the Company no longer held shares of BellRing Common Stock. On November 25, 2022, the Company repaid the remaining principal balance of $30.1 of the Third Incremental Term Loan using cash on hand. For additional information, see “Repayments of Debt” below. |
Long-Term Debt - Convertible Sr Note | Convertible Senior Notes On August 12, 2022, the Company issued $575.0 principal value of 2.50% convertible senior notes maturing in August 2027. Interest payments on the 2.50% convertible senior notes are due semi-annually on each February 15 and August 15, which began on February 15, 2023. The initial conversion rate of the 2.50% convertible senior notes is 9.4248 shares of the Company’s common stock per one thousand dollars principal amount of 2.50% convertible senior notes, which represents an initial conversion price of approximately $106.10 per share of common stock. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the 2.50% convertible senior notes (the “Indenture”). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. The 2.50% convertible senior notes may be converted at the holder’s option up to the second scheduled trading day immediately before the maturity date of August 15, 2027 under the following circumstances: • during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended September 30, 2022, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per one thousand dollars principal amount of 2.50% convertible senior notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company’s common stock described in the Indenture; • if the Company calls the 2.50% convertible senior notes for redemption; and • at any time from, and including, May 15, 2027 until the close of business on the second scheduled trading day immediately before the August 15, 2027 maturity date. If a “fundamental change” (as defined in the Indenture) occurs, then, except as described in the Indenture, holders of the 2.50% convertible senior notes may require the Company to repurchase their 2.50% convertible senior notes at a cash repurchase price equal to the principal amount of the 2.50% convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the “fundamental change repurchase date” (as defined in the Indenture). The 2.50% convertible senior notes may be redeemed, in whole or in part (subject to the partial redemption limitation described in the Indenture), at the Company’s option at any time, and from time to time, on or after August 20, 2025 and on or before the 35th scheduled trading day immediately before August 15, 2027, at a cash redemption price equal to the principal amount of the 2.50% convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. As of both June 30, 2023 and September 30, 2022, none of the conditions permitting holders to convert their 2.50% convertible senior notes had been satisfied, and no shares of the Company’s common stock had been issued in connection with any conversions of the 2.50% convertible senior notes. The Company evaluated the terms of the 2.50% convertible senior notes and concluded there were no embedded features that required separate bifurcation under ASC Topic 815. As such, the 2.50% convertible senior notes were recorded at the principal amount, net of unamortized issuance costs, on the Condensed Consolidated Balance Sheets as of both June 30, 2023 and September 30, 2022. As of June 30, 2023 and September 30, 2022 , the net carrying v alue of the 2.50% convertible senior notes was $561.7 and $559.5, respectively, which included $13.3 and $15.5, respectively, of unamortized debt issuance costs. |
Long-Term Debt - Credit Agreement | 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, the Second Joinder Agreement, the Third Joinder Agreement and the Fourth Joinder Agreement (as defined below), 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 both June 30, 2023 and September 30, 2022, the Revolving Credit Facility had outstanding letters of credit of $19.7, which reduced the available borrowing capacity to $730.3 . 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 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. 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 adjusted 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% if the Company’s secured net leverage ratio is greater than 3.00:1.00, and accrue at a rate of 0.25% 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. |
Long-Term Debt - Fourth Incremental Term Loan | Fourth Incremental Term Loan On April 26, 2023, the Company entered into a Joinder Agreement No. 4 (the “Fourth Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the institutions party to the Fourth Joinder Agreement as lenders (the “Fourth Incremental Term Loan Lenders”) and Barclays Bank PLC, as the administrative agent. The Fourth Joinder Agreement provided for an incremental term loan (the “Fourth Incremental Term Loan”) of $400.0 under the Credit Agreement, which the Company borrowed in full on April 26, 2023. The Company incurred $1.9 of debt issuance costs in connection with the Fourth Incremental Term Loan . Interest on the Fourth Incremental Term Loan accrues, at the Company’s option, at the base rate (as defined in the Credit Agreement) plus 1.25% per annum or the adjusted term SOFR rate (as defined in the Credit Agreement) plus 2.25% per annum. Interest is payable quarterly for loans bearing interest based upon the base rate and either monthly or every three months (depending on the applicable interest period) for loans bearing interest based upon the adjusted term SOFR rate. The maturity date for the Fourth Incremental Term Loan is April 26, 2026. The Company may prepay the Fourth Incremental Term Loan in whole or in part, without premium or penalty (subject to reimbursement of the Fourth Incremental Term Loan Lenders’ breakage costs under certain circumstances). The Fourth Joinder Agreement also contains mandatory prepayment provisions, including provisions for prepayment (a) from the net cash proceeds of certain debt incurrences, (b) of 50% of consolidated excess cash flow (as defined in the Credit Agreement) for fiscal years beginning with the fiscal year ending September 30, 2024, which percentage will be reduced (to 25% or to 0%) if the Company’s secured net leverage ratio (as defined in the Credit Agreement) is less than or equal to specified thresholds at the end of such fiscal year and (c) from the net cash proceeds of certain asset dispositions in excess of a specified threshold to the extent that the Company has not reinvested such proceeds in its business within a period of time described in the Fourth Joinder Agreement. The mandatory prepayments also are subject to certain adjustments and credits described in the Fourth Joinder Agreement. |
Long-Term Debt - Muni Bond | 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. |
Long-Term Debt - Repayments & Other | Repayments of Debt The following table presents the Company’s (i) principal repayments of debt, which, net of discounts, were included in the Condensed Consolidated Statements of Cash Flows, (ii) principal amounts of debt exchanged (refer to “Debt Transactions in Connection with BellRing” section above), which were not included in the Condensed Consolidated Statements of Cash Flows and (iii) the associated (gain) loss related to such repayments and exchanges included in “(Gain) loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Principal Amount Exchanged Debt Discounts (Received)/ Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premiums Three Months Ended June 30, 2023 4.50% senior notes $ 20.7 $ — $ (3.0) $ 0.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Total $ 50.0 $ — $ (6.4) $ 0.3 $ (0.3) Three Months Ended June 30, 2022 4.50% senior notes $ 58.9 $ — $ (9.4) $ 0.5 $ — 5.50% senior notes 15.0 — (1.2) 0.1 (0.2) Total $ 73.9 $ — $ (10.6) $ 0.6 $ (0.2) Nine Months Ended June 30, 2023 4.50% senior notes $ 141.2 $ — $ (19.9) $ 1.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Municipal bond 1.1 — — — — Third Incremental Term Loan 30.1 99.9 — 1.1 — Total $ 201.7 $ 99.9 $ (23.3) $ 2.4 $ (0.3) Nine Months Ended June 30, 2022 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 — — — — First Incremental Term Loan — 840.0 — 3.5 — Total $ 915.0 $ 840.0 $ 13.5 $ 9.1 $ (13.5) 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 4.25:1.00 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. In addition to the foregoing, under the terms of the Fourth Joinder Agreement, so long as any principal or accrued interest remains outstanding with respect to the Fourth Incremental Term Loan, the Company is required to comply with financial covenants consisting of the foregoing secured net leverage ratio and a minimum consolidated interest coverage ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00 measured as of the last day of each fiscal quarter. As of June 30, 2023, the Company was in compliance with the financial covenants. 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, 2023 | |
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 this matter: (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; (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; and (v) in September 2022, MFI settled the remaining pending claims for this matter, which had sought damages based on purchases of egg products by three opt-out plaintiffs, on confidential terms. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI. During the year ended September 30, 2022, the Company expensed $13.8 related to the September 2022 settlement. No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters during the three or nine months ended June 30, 2023 or 2022. The Company had no accrual related to this matter as of June 30, 2023 or September 30, 2022, as the September 2022 settlement was paid prior to fiscal 2022 year end. 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, 2023 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Pension and Other Postretirement benefits | PENSION AND OTHER POSTRETIREMENT BENEFITSThe 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 present the components of net periodic benefit cost (income) for the pension plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost (income) were reported in “Other income, net” in the Condensed Consolidated Statements of Operations. North America Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service cost $ 0.6 $ 1.1 $ 1.7 $ 3.3 Interest cost 1.3 0.9 3.9 2.6 Expected return on plan assets (1.9) (1.8) (5.7) (5.3) Recognized net actuarial loss (gain) — 0.4 (0.1) 1.2 Recognized prior service cost — 0.1 0.1 0.1 Net periodic benefit cost (income) $ — $ 0.7 $ (0.1) $ 1.9 Other International Three Months Ended Nine Months Ended 2023 2022 2023 2022 Interest cost $ 6.0 $ 3.9 $ 17.3 $ 12.2 Expected return on plan assets (7.9) (6.1) (22.9) (19.2) Recognized net actuarial loss — — 0.1 — Recognized prior service cost 0.1 0.1 0.3 0.3 Net periodic benefit income $ (1.8) $ (2.1) $ (5.2) $ (6.7) The following table presents the components of net periodic benefit income for the North American other postretirement benefit plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit income were reported in “Other income, net” in the Condensed Consolidated Statements of Operations. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service cost $ 0.1 $ 0.1 $ 0.2 $ 0.3 Interest cost 0.6 0.4 1.9 1.2 Recognized net actuarial (gain) loss (0.1) 0.2 (0.4) 0.5 Recognized prior service credit (1.2) (1.2) (3.5) (3.5) Net periodic benefit income $ (0.6) $ (0.5) $ (1.8) $ (1.5) |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY The following table summarizes the Company’s repurchases of its common stock. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Shares repurchased (in millions) 1.9 1.9 2.9 3.8 Average price per share (a) $ 86.64 $ 76.43 $ 86.91 $ 89.94 Total share repurchase costs (b) $ 166.8 $ 145.8 $ 250.5 $ 339.0 (a) Average price per share excludes broker’s commissions, which are included in “Total share repurchase costs” within this table. (b) “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 excluded $8.1 of repurchases of common stock that were accrued in the third quarter of fiscal 2023 but did not settle until July 2023. “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2022 included $4.0 of repurchases of common stock that were accrued in fiscal 2021 but did not settle until fiscal 2022. |
Segments
Segments | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS At June 30, 2023, the Company managed and reported operating results through the following four reportable segments: • Post Consumer Brands : North American RTE cereal, pet food and 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 prior to the PHPC Redemption (see Note 4). 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 2023 2022 2023 2022 Net Sales Post Consumer Brands $ 871.3 $ 574.7 $ 2,025.1 $ 1,655.1 Weetabix 134.2 124.9 377.2 360.5 Foodservice 622.7 579.0 1,856.4 1,469.5 Refrigerated Retail 230.7 246.4 786.4 787.4 Eliminations and Corporate 0.5 (0.1) 0.5 (0.4) Total $ 1,859.4 $ 1,524.9 $ 5,045.6 $ 4,272.1 Segment Profit Post Consumer Brands $ 83.0 $ 81.8 $ 237.8 $ 232.6 Weetabix 17.9 27.8 58.8 81.8 Foodservice 107.7 45.9 264.9 81.0 Refrigerated Retail 18.0 10.4 57.2 41.0 Total segment profit 226.6 165.9 618.7 436.4 General corporate expenses and other 52.3 47.6 145.0 138.7 Interest expense, net 72.7 75.6 202.4 245.6 (Gain) loss on extinguishment of debt, net (6.4) (10.2) (21.2) 9.1 Income on swaps, net (17.1) (131.6) (20.4) (222.9) Gain on investment in BellRing — (35.1) (5.1) (482.8) Earnings before income taxes and equity method loss $ 125.1 $ 219.6 $ 318.0 $ 748.7 Net sales by product Cereal $ 700.8 $ 657.8 $ 2,028.5 $ 1,936.5 Eggs and egg products 591.1 560.6 1,769.2 1,420.7 Side dishes (including potato products) 171.0 158.2 561.0 489.3 Pet food 275.3 — 275.3 — Cheese and dairy 42.9 51.0 143.9 164.6 Sausage 35.5 38.8 127.8 131.2 Nut butters 20.0 35.5 74.9 72.5 Protein-based products 9.4 6.2 23.6 6.2 Other 13.4 16.9 42.2 51.9 Eliminations — (0.1) (0.8) (0.8) Total $ 1,859.4 $ 1,524.9 $ 5,045.6 $ 4,272.1 Depreciation and amortization Post Consumer Brands $ 44.1 $ 33.3 $ 109.2 $ 101.0 Weetabix 9.2 8.9 26.6 27.8 Foodservice 31.8 31.8 95.5 95.3 Refrigerated Retail 19.1 19.0 57.4 58.7 Total segment depreciation and amortization 104.2 93.0 288.7 282.8 Corporate 2.3 0.8 4.6 2.7 Total $ 106.5 $ 93.8 $ 293.3 $ 285.5 Assets June 30, September 30, 2022 Post Consumer Brands $ 4,789.3 $ 3,529.1 Weetabix 1,817.1 1,591.3 Foodservice and Refrigerated Retail 4,928.7 5,022.7 Corporate 351.8 1,164.9 Total assets $ 11,886.9 $ 11,308.0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net earnings | $ 89.6 | $ 170.2 | $ 235.6 | $ 672.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | OTHER INFORMATION. Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the three months ended June 30, 2023, no director or “officer,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. | |
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Net Assets | The following is a summary of BellRing’s net assets as of March 10, 2022. Total Assets $ 633.0 Less: 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 during the nine months ended June 30, 2022 prior to the completion of the BellRing Spin-off on March 10, 2022. Net Sales $ 541.9 Cost of goods sold 390.3 Gross Profit 151.6 Selling, general and administrative expenses 68.5 Amortization of intangible assets 8.7 Operating Profit 74.4 Interest expense, net 13.1 Loss on extinguishment of debt, net 17.6 Earnings from Discontinued Operations before Income Taxes 43.7 Income tax expense 10.3 Net Earnings from Discontinued Operations, Including Noncontrolling Interest 33.4 Less: Net earnings attributable to noncontrolling interest from discontinued operations 11.8 Net Earnings from Discontinued Operations, Net of Tax and Noncontrolling Interest $ 21.6 |
Noncontrolling Interests, Equ_2
Noncontrolling Interests, Equity Interests and Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Effects of changes in ownership of PHPC on Post equity | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net earnings attributable to redeemable NCI $ 9.3 $ 2.2 $ 12.1 $ 4.4 Redemption value adjustment (1.9) (0.4) (5.9) (0.4) PHPC deemed dividend $ 7.4 $ 1.8 $ 6.2 $ 4.0 |
Redeemable Noncontrolling Interest | As of and for the Three Months Ended As of and for the Nine Months Ended 2023 2022 2023 2022 Beginning of period $ 310.6 $ 305.0 $ 306.6 $ 305.0 Net earnings attributable to redeemable NCI 9.3 2.2 12.1 4.4 PHPC deemed dividend (7.4) (1.8) (6.2) (4.0) Redemption of PHPC Series A Common Stock (312.5) — (312.5) — End of period $ — $ 305.4 $ — $ 305.4 |
Equity method loss attributable to 8th Avenue | The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue prior to the discontinuance of applying the equity method to the investment. Three Months Ended Nine Months Ended Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (72.5) 60.5 % 60.5 % Equity method loss attributable to Post $ (10.2) $ (43.9) Less: Amortization of basis difference, net of tax (a) 1.7 5.1 Equity method loss, net of tax $ (11.9) $ (49.0) |
8th Avenue Summarized Financial Information | The following table presents summarized financial information of 8th Avenue prior to the discontinuance of applying the equity method to the investment. Three Months Ended Nine Months Ended Net sales $ 267.4 $ 783.2 Gross profit $ 45.5 $ 101.7 Net loss $ (6.6) $ (42.7) Less: Preferred stock dividend 10.2 29.8 Net loss attributable to 8th Avenue common shareholders $ (16.8) $ (72.5) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Opening Balance Sheets | The following table provides the preliminary purchase price allocation related to the Pet Food acquisition based upon the fair values of assets acquired and liabilities assumed as of June 30, 2023. Inventories $ 204.6 Prepaid expenses and other current assets 0.5 Property, net 191.7 Other intangible assets, net 626.0 Other assets 0.3 Other current liabilities (9.7) Other liabilities (0.2) Total identifiable net assets 1,013.2 Goodwill 194.3 Fair value of total consideration transferred $ 1,207.5 |
Pro Forma Information | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Pro forma net sales $ 1,987.7 $ 1,911.8 $ 5,957.5 $ 5,389.3 Pro forma net earnings from continuing operations $ 116.6 $ 175.9 $ 283.8 $ 512.5 Pro forma basic earnings from continuing operations per common share $ 1.88 $ 2.63 $ 4.62 $ 7.68 Pro forma diluted earnings from continuing operations per common share $ 1.73 $ 2.58 $ 4.28 $ 7.59 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted (loss) earnings per share | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net Earnings from Continuing Operations Net earnings from continuing operations $ 89.6 $ 170.2 $ 235.6 $ 651.1 Impact of redeemable NCI 1.9 (2.9) 11.0 1.4 Net earnings from continuing operations for basic earnings per share $ 91.5 $ 167.3 $ 246.6 $ 652.5 Impact of interest expense, net of tax, related to convertible senior notes 2.7 — 8.1 — Net earnings from continuing operations for diluted earnings per share $ 94.2 $ 167.3 $ 254.7 $ 652.5 Net Earnings from Discontinued Operations Net earnings from discontinued operations for basic earnings per share $ — $ — $ — $ 21.6 Dilutive impact of Old BellRing net earnings from discontinued operations — — — — Net earnings from discontinued operations for diluted earnings per share $ — $ — $ — $ 21.6 Net Earnings Net earnings for basic earnings per share $ 91.5 $ 167.3 $ 246.6 $ 674.1 Net earnings for diluted earnings per share $ 94.2 $ 167.3 $ 254.7 $ 674.1 shares in millions Weighted-average shares for basic earnings per share 61.6 60.4 59.7 61.5 Effect of dilutive securities: Stock options 0.3 0.4 0.4 0.3 Restricted stock units 0.4 0.7 0.5 0.4 Market-based performance restricted stock units 0.7 0.1 0.6 0.1 Earnings-based performance restricted stock units 0.1 — 0.1 — Shares issuable upon conversion of convertible senior notes 5.4 — 5.4 — Total dilutive securities 6.9 1.2 7.0 0.8 Weighted-average shares for diluted earnings per share 68.5 61.6 66.7 62.3 Earnings from Continuing Operations per Common Share: Basic $ 1.49 $ 2.77 $ 4.13 $ 10.61 Diluted $ 1.38 $ 2.72 $ 3.82 $ 10.47 Earnings from Discontinued Operations per Common Share: Basic $ — $ — $ — $ 0.35 Diluted $ — $ — $ — $ 0.35 Earnings per Common Share: Basic $ 1.49 $ 2.77 $ 4.13 $ 10.96 Diluted $ 1.38 $ 2.72 $ 3.82 $ 10.82 |
Antidilutive Securities Excluded from Computation of Diluted (Loss) Earnings Per Share | Three Months Ended Nine Months Ended shares in millions 2023 2022 2023 2022 Restricted stock units — — 0.1 0.4 Market-based performance restricted stock units 0.1 0.2 0.1 0.2 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Inventory [Abstract] | |
Inventories | June 30, September 30, 2022 Raw materials and supplies $ 264.1 $ 130.9 Work in process 23.2 21.1 Finished products 453.1 361.9 Flocks 38.9 35.2 $ 779.3 $ 549.1 |
Property, net (Tables)
Property, net (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, net | June 30, September 30, 2022 Property, at cost $ 3,686.9 $ 3,269.3 Accumulated depreciation (1,694.3) (1,517.4) $ 1,992.6 $ 1,751.9 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill | |
Carrying Amount of Goodwill | Post Consumer Brands Weetabix Foodservice Refrigerated Retail Total Balance, September 30, 2022 Goodwill (gross) $ 2,066.8 $ 781.6 $ 1,355.3 $ 803.7 $ 5,007.4 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,457.7 $ 781.6 $ 1,355.3 $ 755.0 $ 4,349.6 Goodwill from acquisition 194.3 — — — 194.3 Currency translation adjustment 0.2 104.9 — — 105.1 Balance, June 30, 2023 Goodwill (gross) $ 2,261.3 $ 886.5 $ 1,355.3 $ 803.7 $ 5,306.8 Accumulated impairment losses (609.1) — — (48.7) (657.8) Goodwill (net) $ 1,652.2 $ 886.5 $ 1,355.3 $ 755.0 $ 4,649.0 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total Intangible Assets | June 30, 2023 September 30, 2022 Carrying Accumulated Net Carrying Accumulated Net Subject to amortization: Customer relationships $ 2,542.0 $ (909.2) $ 1,632.8 $ 2,129.7 $ (816.4) $ 1,313.3 Trademarks, brands and licensing agreements 887.2 (289.9) 597.3 647.7 (260.4) 387.3 3,429.2 (1,199.1) 2,230.1 2,777.4 (1,076.8) 1,700.6 Not subject to amortization: Trademarks and brands 1,042.3 — 1,042.3 1,011.6 — 1,011.6 $ 4,471.5 $ (1,199.1) $ 3,272.4 $ 3,789.0 $ (1,076.8) $ 2,712.2 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional amounts of derivatives held | June 30, September 30, 2022 Commodity contracts $ 179.4 $ 145.0 Energy contracts 23.3 23.7 Foreign exchange contracts - Forward contracts 8.4 3.2 Interest rate swaps 700.0 200.0 Interest rate swaps - Rate-lock swaps — 849.3 Interest rate swap - Option — 332.6 PHPC Warrants — 16.9 |
Derivative Instruments in Condensed Consolidated Balance Sheets | Balance Sheet Location June 30, September 30, 2022 Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 3.6 $ 12.9 Energy contracts Prepaid expenses and other current assets 2.3 13.6 Foreign exchange contracts Prepaid expenses and other current assets 0.1 — Interest rate swaps Prepaid expenses and other current assets 10.8 3.4 Commodity contracts Other assets 0.1 0.5 Interest rate swaps Other assets 3.2 2.5 $ 20.1 $ 32.9 Liability Derivatives: Commodity contracts Other current liabilities $ 11.4 $ 1.5 Energy contracts Other current liabilities 3.3 1.8 Foreign exchange contracts Other current liabilities 0.2 0.1 Interest rate swaps Other current liabilities — 22.5 Commodity contracts Other liabilities 0.1 — Energy contracts Other liabilities 0.1 — Interest rate swaps Other liabilities 8.8 48.1 PHPC Warrants Other liabilities — 1.0 $ 23.9 $ 75.0 |
Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Other Comprehensive Income | The following table presents the statement of operations location and loss (gain) recognized related to the Company’s derivative instruments. Derivative Instruments Statement of Operations Location Three Months Ended June 30, Nine Months Ended 2023 2022 2023 2022 Commodity contracts Cost of goods sold $ 15.2 $ 3.6 $ 20.9 $ (26.0) Energy contracts Cost of goods sold 0.6 (10.3) 9.2 (28.7) Foreign exchange contracts Selling, general and administrative expenses 0.1 0.1 0.1 0.1 Interest rate swaps Income on swaps, net (17.1) (131.6) (20.4) (222.9) PHPC Warrants Other income, net (1.5) (2.8) (1.0) (6.3) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Assets and liabilities measured at fair value on a recurring basis | June 30, 2023 September 30, 2022 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investments $ 13.6 $ 13.6 $ — $ 12.0 $ 12.0 $ — Derivative assets 20.1 — 20.1 32.9 — 32.9 Equity securities 0.7 0.7 — 32.1 32.1 — Investment in BellRing — — — 94.8 94.8 — $ 34.4 $ 14.3 $ 20.1 $ 171.8 $ 138.9 $ 32.9 Liabilities: Deferred compensation liabilities $ 37.4 $ — $ 37.4 $ 33.7 $ — $ 33.7 Derivative liabilities 23.9 — 23.9 75.0 1.0 74.0 $ 61.3 $ — $ 61.3 $ 108.7 $ 1.0 $ 107.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | June 30, September 30, 2022 2.50% convertible senior notes maturing August 2027 $ 575.0 $ 575.0 4.50% senior notes maturing September 2031 1,129.3 1,270.5 4.625% senior notes maturing April 2030 1,452.9 1,482.2 5.50% senior notes maturing December 2029 1,235.0 1,235.0 5.625% senior notes maturing January 2028 940.9 940.9 5.75% senior notes maturing March 2027 459.3 459.3 Fourth Incremental Term Loan 400.0 — Municipal bond 5.3 6.4 $ 6,197.7 $ 5,969.3 Less: Current portion of long-term debt 1.1 1.1 Debt issuance costs, net 45.0 50.1 Plus: Unamortized premium, net 34.5 38.5 Total long-term debt $ 6,186.1 $ 5,956.6 |
Repayments of Long-term Debt | The following table presents the Company’s (i) principal repayments of debt, which, net of discounts, were included in the Condensed Consolidated Statements of Cash Flows, (ii) principal amounts of debt exchanged (refer to “Debt Transactions in Connection with BellRing” section above), which were not included in the Condensed Consolidated Statements of Cash Flows and (iii) the associated (gain) loss related to such repayments and exchanges included in “(Gain) loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. (Gain) Loss on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Principal Amount Exchanged Debt Discounts (Received)/ Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premiums Three Months Ended June 30, 2023 4.50% senior notes $ 20.7 $ — $ (3.0) $ 0.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Total $ 50.0 $ — $ (6.4) $ 0.3 $ (0.3) Three Months Ended June 30, 2022 4.50% senior notes $ 58.9 $ — $ (9.4) $ 0.5 $ — 5.50% senior notes 15.0 — (1.2) 0.1 (0.2) Total $ 73.9 $ — $ (10.6) $ 0.6 $ (0.2) Nine Months Ended June 30, 2023 4.50% senior notes $ 141.2 $ — $ (19.9) $ 1.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Municipal bond 1.1 — — — — Third Incremental Term Loan 30.1 99.9 — 1.1 — Total $ 201.7 $ 99.9 $ (23.3) $ 2.4 $ (0.3) Nine Months Ended June 30, 2022 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 — — — — First Incremental Term Loan — 840.0 — 3.5 — Total $ 915.0 $ 840.0 $ 13.5 $ 9.1 $ (13.5) |
Pension and Other Postretirem_2
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Components of net periodic benefit cost (gain) | The following tables present the components of net periodic benefit cost (income) for the pension plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost (income) were reported in “Other income, net” in the Condensed Consolidated Statements of Operations. North America Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service cost $ 0.6 $ 1.1 $ 1.7 $ 3.3 Interest cost 1.3 0.9 3.9 2.6 Expected return on plan assets (1.9) (1.8) (5.7) (5.3) Recognized net actuarial loss (gain) — 0.4 (0.1) 1.2 Recognized prior service cost — 0.1 0.1 0.1 Net periodic benefit cost (income) $ — $ 0.7 $ (0.1) $ 1.9 Other International Three Months Ended Nine Months Ended 2023 2022 2023 2022 Interest cost $ 6.0 $ 3.9 $ 17.3 $ 12.2 Expected return on plan assets (7.9) (6.1) (22.9) (19.2) Recognized net actuarial loss — — 0.1 — Recognized prior service cost 0.1 0.1 0.3 0.3 Net periodic benefit income $ (1.8) $ (2.1) $ (5.2) $ (6.7) The following table presents the components of net periodic benefit income for the North American other postretirement benefit plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit income were reported in “Other income, net” in the Condensed Consolidated Statements of Operations. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service cost $ 0.1 $ 0.1 $ 0.2 $ 0.3 Interest cost 0.6 0.4 1.9 1.2 Recognized net actuarial (gain) loss (0.1) 0.2 (0.4) 0.5 Recognized prior service credit (1.2) (1.2) (3.5) (3.5) Net periodic benefit income $ (0.6) $ (0.5) $ (1.8) $ (1.5) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Repurchases of Common Stock | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Shares repurchased (in millions) 1.9 1.9 2.9 3.8 Average price per share (a) $ 86.64 $ 76.43 $ 86.91 $ 89.94 Total share repurchase costs (b) $ 166.8 $ 145.8 $ 250.5 $ 339.0 (a) Average price per share excludes broker’s commissions, which are included in “Total share repurchase costs” within this table. (b) “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 excluded $8.1 of repurchases of common stock that were accrued in the third quarter of fiscal 2023 but did not settle until July 2023. “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2022 included $4.0 of repurchases of common stock that were accrued in fiscal 2021 but did not settle until fiscal 2022. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment and Disaggregated Revenue | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net Sales Post Consumer Brands $ 871.3 $ 574.7 $ 2,025.1 $ 1,655.1 Weetabix 134.2 124.9 377.2 360.5 Foodservice 622.7 579.0 1,856.4 1,469.5 Refrigerated Retail 230.7 246.4 786.4 787.4 Eliminations and Corporate 0.5 (0.1) 0.5 (0.4) Total $ 1,859.4 $ 1,524.9 $ 5,045.6 $ 4,272.1 Segment Profit Post Consumer Brands $ 83.0 $ 81.8 $ 237.8 $ 232.6 Weetabix 17.9 27.8 58.8 81.8 Foodservice 107.7 45.9 264.9 81.0 Refrigerated Retail 18.0 10.4 57.2 41.0 Total segment profit 226.6 165.9 618.7 436.4 General corporate expenses and other 52.3 47.6 145.0 138.7 Interest expense, net 72.7 75.6 202.4 245.6 (Gain) loss on extinguishment of debt, net (6.4) (10.2) (21.2) 9.1 Income on swaps, net (17.1) (131.6) (20.4) (222.9) Gain on investment in BellRing — (35.1) (5.1) (482.8) Earnings before income taxes and equity method loss $ 125.1 $ 219.6 $ 318.0 $ 748.7 Net sales by product Cereal $ 700.8 $ 657.8 $ 2,028.5 $ 1,936.5 Eggs and egg products 591.1 560.6 1,769.2 1,420.7 Side dishes (including potato products) 171.0 158.2 561.0 489.3 Pet food 275.3 — 275.3 — Cheese and dairy 42.9 51.0 143.9 164.6 Sausage 35.5 38.8 127.8 131.2 Nut butters 20.0 35.5 74.9 72.5 Protein-based products 9.4 6.2 23.6 6.2 Other 13.4 16.9 42.2 51.9 Eliminations — (0.1) (0.8) (0.8) Total $ 1,859.4 $ 1,524.9 $ 5,045.6 $ 4,272.1 Depreciation and amortization Post Consumer Brands $ 44.1 $ 33.3 $ 109.2 $ 101.0 Weetabix 9.2 8.9 26.6 27.8 Foodservice 31.8 31.8 95.5 95.3 Refrigerated Retail 19.1 19.0 57.4 58.7 Total segment depreciation and amortization 104.2 93.0 288.7 282.8 Corporate 2.3 0.8 4.6 2.7 Total $ 106.5 $ 93.8 $ 293.3 $ 285.5 Assets June 30, September 30, 2022 Post Consumer Brands $ 4,789.3 $ 3,529.1 Weetabix 1,817.1 1,591.3 Foodservice and Refrigerated Retail 4,928.7 5,022.7 Corporate 351.8 1,164.9 Total assets $ 11,886.9 $ 11,308.0 |
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 | 9 Months Ended | ||||
Mar. 10, 2022 | Mar. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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, Assets | $ 633 | |||||
Disposal Group, Including Discontinued Operation, Liabilities | 1,064.6 | |||||
Disposal Group, Including Discontinued Operation, Net Assets | $ (431.6) | |||||
Disposal Group, Including Discontinued Operation, Revenue | $ 541.9 | |||||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 390.3 | |||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 151.6 | |||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 68.5 | |||||
Disposal Group, Including Discontinued Operation, Amortization of intangible assets | 8.7 | |||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 74.4 | |||||
Disposal Group, Including Discontinued Operation, Interest Expense | 13.1 | |||||
Disposal Group, Including Discontinued Operation, Loss on extinguishment and refinancing of debt, net | 17.6 | |||||
Earnings from Discontinued Operations before Income Taxes | 43.7 | |||||
Disposal Group, Including Discontinued Operation, Income tax expense | 10.3 | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 33.4 | |||||
Net earnings attributable to noncontrolling interest from discontinued operations | $ 0 | $ 0 | $ 0 | 11.8 | ||
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 0 | 0 | 21.6 | ||
Foreign Currency Translation Adjustments | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
BellRing Spin-off | 0 | 0 | 0 | 2.3 | ||
Additional Paid-in Capital | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
BellRing Spin-off | 0 | 0 | 0 | 442.5 | ||
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 | |||||
Post Holdings, Inc. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Separation Costs | $ 0 | $ 0.4 | $ 0.1 | 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 | Mar. 10, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | Mar. 09, 2022 |
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 | |||
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% | 3.40% | ||
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 |
PHPC (Details)
PHPC (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | May 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Schedule of Equity Method Investments | |||||||||
Investments held in trust | $ 0 | $ 353.4 | $ 0 | $ 346.8 | |||||
Initial public offering costs | $ 17.9 | ||||||||
Deferred Offering Costs | 10.7 | ||||||||
Redeemable noncontrolling interest | 0 | 312.5 | 0 | $ 306.6 | |||||
Maximum interest to pay dissolution expenses | $ 0.1 | ||||||||
Gain on write-off of underwriting commissions | 10.7 | 10.7 | |||||||
Return of subsidiary investments held in trust account | 345 | $ 0 | |||||||
PHPC Units | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Unit, Issued | 34.5 | ||||||||
Share Price | $ 10 | ||||||||
Redemption Price | 10.24 | ||||||||
PHPC Warrants | |||||||||
Schedule of Equity Method Investments | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | ||||||||
PHPC Private Placement Units | |||||||||
Schedule of Equity Method Investments | |||||||||
Share Price | 10 | ||||||||
PHPC Forward Purchase Units | |||||||||
Schedule of Equity Method Investments | |||||||||
Share Price | $ 10 | ||||||||
PHPC Forward Purchase Units | Maximum | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Unit, Authorized | 10 | ||||||||
PHPC Sponsor | PHPC Private Placement Units | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Unit, Issued | 1.1 | ||||||||
PHPC Sponsor | PHPC Forward Purchase Units | Maximum | |||||||||
Schedule of Equity Method Investments | |||||||||
Proceeds from Issuance of Forward Purchase Agreement | 100 | ||||||||
PHPC | |||||||||
Schedule of Equity Method Investments | |||||||||
Proceeds from initial public offering | 345 | ||||||||
PHPC | Common Class A | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
PHPC | Series F Common Stock | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||||||||
PHPC | Common Class B | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
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 | Post Holdings, Inc. | |||||||||
Schedule of Equity Method Investments | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 31% | 31% | |||||||
PHPC | Public Shareholders | |||||||||
Schedule of Equity Method Investments | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 69% | 69% | |||||||
PHPC Sponsor | Series F Common Stock | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Stock, Shares, Outstanding | 8.6 | ||||||||
PHPC Sponsor | PHPC Units | |||||||||
Schedule of Equity Method Investments | |||||||||
Common Unit, Issued | 4 | ||||||||
Return of subsidiary investments held in trust account | $ 40.9 | ||||||||
Redeemable Noncontrolling Interest | |||||||||
Schedule of Equity Method Investments | |||||||||
Redeemable noncontrolling interest | 0 | $ 305.4 | 0 | 305.4 | $ 305 | $ 310.6 | $ 306.6 | $ 305 | |
Net earnings attributable to redeemable noncontrolling interest | 9.3 | 2.2 | 12.1 | 4.4 | |||||
Noncontrolling interest, Redemption value adjustment | (1.9) | (0.4) | (5.9) | (0.4) | |||||
PHPC deemed dividend | 7.4 | 1.8 | 6.2 | 4 | |||||
Redemption of PHPC Series A Common Stock | $ (312.5) | $ 0 | $ (312.5) | $ 0 |
8th Ave (Details)
8th Ave (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Oct. 01, 2018 | |
Schedule of Equity Method Investments | ||||||
Equity method earnings (loss), net of tax | $ 0 | $ (12) | $ (0.2) | $ (49.3) | ||
Net Sales | 1,859.4 | 1,524.9 | 5,045.6 | 4,272.1 | ||
Receivables, net | 564.9 | 564.9 | $ 544.2 | |||
Accounts payable | 389.2 | 389.2 | 452.7 | |||
Other liabilities | 251.7 | 251.7 | 266.9 | |||
Related Party | ||||||
Schedule of Equity Method Investments | ||||||
Net Sales | $ 1.2 | 3.1 | $ 6.7 | 6.3 | ||
8th Avenue | ||||||
Schedule of Equity Method Investments | ||||||
Net loss attributable to 8th Avenue common shareholders | $ (16.8) | $ (72.5) | ||||
Equity Method Investment, Ownership Percentage | 60.50% | 60.50% | 60.50% | 60.50% | ||
Equity method loss available to Common Shareholders | $ (10.2) | $ (43.9) | ||||
Amortization of basis difference, net of tax | 1.7 | 5.1 | ||||
Equity method earnings (loss), net of tax | (11.9) | (49) | ||||
Total Basis Difference Recognized | $ 70.3 | |||||
Equity Method Investment, Sumarrized Financial Information, Net Sales | 267.4 | 783.2 | ||||
Equity Method Investment, Summarized Financial Information, Gross Profit | 45.5 | 101.7 | ||||
Equity Method Invesment, Summarized Financial Information, Net Loss | (6.6) | (42.7) | ||||
Equity Method Investment, Summarized Financial Information, Preferred Stock Dividend | 10.2 | 29.8 | ||||
Purchases from and Royalties paid to Related Party | $ 16.8 | 19.2 | $ 65.2 | 68.9 | ||
8th Avenue | Selling, General and Administrative Expenses | ||||||
Schedule of Equity Method Investments | ||||||
Other Operating Income | (0.7) | $ (0.8) | (2.3) | $ (2.4) | ||
8th Avenue | Equity Method Investments | ||||||
Schedule of Equity Method Investments | ||||||
Equity method investments | 0 | 0 | 0 | |||
8th Avenue | Accounts Receivable | Related Party | ||||||
Schedule of Equity Method Investments | ||||||
Receivables, net | 5 | 5 | 4.4 | |||
8th Avenue | Accounts Payable | Related Party | ||||||
Schedule of Equity Method Investments | ||||||
Accounts payable | 11.1 | 11.1 | 26.1 | |||
8th Avenue | Deferred tax liability - long term | Related Party | ||||||
Schedule of Equity Method Investments | ||||||
Other liabilities | 0.7 | 0.7 | 0.7 | |||
8th Avenue | Other Assets | Related Party | ||||||
Schedule of Equity Method Investments | ||||||
Other Receivables, Noncurrent | $ 12.8 | $ 12.8 | $ 0 |
BRBR (Details)
BRBR (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Nov. 25, 2022 | Aug. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Mar. 10, 2022 | |
Schedule of Equity Method Investments | ||||||||
Investment in BellRing | $ 0 | $ 0 | $ 94.8 | |||||
Gain on investment in BellRing | $ 0 | $ (35.1) | $ (5.1) | $ (482.8) | ||||
Post Holdings, Inc. | BellRing | ||||||||
Schedule of Equity Method Investments | ||||||||
Noncontrolling interest, Common Stock, Amount | 4.6 | 19.4 | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 3.40% | 14.20% | ||||||
Noncontrolling Interest, Common Stock, Transfer | 4.6 | 14.8 |
WBX East Africa and Alpen (Deta
WBX East Africa and Alpen (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Schedule of Equity Method Investments | |||||
Equity method earnings (loss), net of tax | $ 0 | $ (12) | $ (0.2) | $ (49.3) | |
Other current liabilities | $ 405 | $ 405 | $ 370 | ||
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 | $ (0.1) | $ (0.2) | $ (0.3) | |
Alpen Food Company South Africa (Pty) Limited | Equity Method Investments | |||||
Schedule of Equity Method Investments | |||||
Equity method investments | 3.7 | 3.7 | 4.1 | ||
Alpen Food Company South Africa (Pty) Limited | Other Assets | Related Party | |||||
Schedule of Equity Method Investments | |||||
Other current liabilities | $ 0.4 | $ 0.4 | $ 0.4 | ||
Post Holdings, Inc. | Weetabix East Africa Limited | |||||
Schedule of Equity Method Investments | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% | 50.10% |
Business Combinations (Details)
Business Combinations (Details) £ in Millions, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Apr. 28, 2023 USD ($) shares | Apr. 05, 2022 USD ($) | Apr. 05, 2022 GBP (£) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition | ||||||||
Net Sales | $ 1,859.4 | $ 1,524.9 | $ 5,045.6 | $ 4,272.1 | ||||
Goodwill | 4,649 | 4,649 | $ 4,349.6 | |||||
Selling, general and administrative expenses | 300.9 | 225 | 768.9 | 680.9 | ||||
Receivables, net | 564.9 | 564.9 | $ 544.2 | |||||
Operating Segments | ||||||||
Business Acquisition | ||||||||
Net Sales | 1,859.4 | 1,524.9 | 5,045.6 | 4,272.1 | ||||
Operating Segments | Pet Food | ||||||||
Business Acquisition | ||||||||
Net Sales | 275.3 | $ 0 | 275.3 | $ 0 | ||||
Pet Food | ||||||||
Business Acquisition | ||||||||
Fair value of total consideration transferred | 1,207.5 | 1,207.5 | ||||||
Payments to Acquire Businesses, Base Purchase Price | $ 700 | |||||||
Payment at closing | 715.5 | |||||||
Acquisition related costs | 12 | 16 | ||||||
Issuance of common stock | $ 492.3 | |||||||
Inventories | 204.6 | 204.6 | ||||||
Prepaid expenses and other current assets | 0.5 | 0.5 | ||||||
Property, net | 191.7 | 191.7 | ||||||
Other intangible assets, net | 626 | 626 | ||||||
Other assets | 0.3 | 0.3 | ||||||
Other current liabilities | (9.7) | (9.7) | ||||||
Other liabilities | (0.2) | (0.2) | ||||||
Total identifiable net assets | 1,013.2 | 1,013.2 | ||||||
Goodwill | 194.3 | 194.3 | ||||||
Pet Food | TSA Agreement | ||||||||
Business Acquisition | ||||||||
Selling, general and administrative expenses | 4 | 4 | ||||||
Receivables, net | 36.2 | $ 36.2 | ||||||
Pet Food | Smucker | Common Stock | ||||||||
Business Acquisition | ||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 5.4 | |||||||
Pet Food | Trademarks and licensing agreements | ||||||||
Business Acquisition | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years | |||||||
Other intangible assets, net | 235 | $ 235 | ||||||
Pet Food | Customer Relationships | ||||||||
Business Acquisition | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years | |||||||
Other intangible assets, net | $ 391 | $ 391 | ||||||
Lacka Foods | ||||||||
Business Acquisition | ||||||||
Payments to Acquire Businesses, Base Purchase Price | $ 32.2 | |||||||
Business Combination, Contingent Consideration Transferred | $ 4.6 | |||||||
Lacka Foods | Euro Member Countries, Euro | ||||||||
Business Acquisition | ||||||||
Payments to Acquire Businesses, Base Purchase Price | £ | £ 24.5 | |||||||
Business Combination, Contingent Consideration Transferred | £ | 3.5 | |||||||
Lacka Foods | Euro Member Countries, Euro | Maximum | ||||||||
Business Acquisition | ||||||||
Business Combination, Contingent Consideration Transferred | £ | £ 3.5 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combinations [Abstract] | ||||
Pro forma net sales | $ 1,987.7 | $ 1,911.8 | $ 5,957.5 | $ 5,389.3 |
Pro forma net earnings from continuing operations | $ 116.6 | $ 175.9 | $ 283.8 | $ 512.5 |
Pro forma basic earnings from continuing operations per common share | $ 1.88 | $ 2.63 | $ 4.62 | $ 7.68 |
Pro forma diluted earnings from continuing operations per common share | $ 1.73 | $ 2.58 | $ 4.28 | $ 7.59 |
Amounts Held for Sale (Details)
Amounts Held for Sale (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of business | $ 4.6 | $ 50.5 | |
Proceeds from Sale of Property, Plant, and Equipment | 1.2 | 17.8 | |
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 | ||
Loss 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 | $ 1.4 | $ 6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure | ||||
Effective Income Tax Rate | 21.40% | 15.90% | 22.10% | 5.80% |
Gain on investment in BellRing | $ 0 | $ (35.1) | $ (5.1) | $ (482.8) |
Latest Tax Year | ||||
Income Tax Disclosure | ||||
Effective Income Tax Rate Reconciliation, Equity in Losses of Unconsolidated Subsidiary, Amount | $ 2.9 | $ 12.1 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings (Loss) Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Net earnings from continuing operations | $ 89.6 | $ 170.2 | $ 235.6 | $ 651.1 |
Impact of redeemable NCI | 1.9 | (2.9) | 11 | 1.4 |
Net earnings from continuing operations for basic earnings per share | 91.5 | 167.3 | 246.6 | 652.5 |
Impact of interest expense, net of tax, related to convertible senior notes | 2.7 | 0 | 8.1 | 0 |
Net earnings from continuing operations for diluted earnings per share | 94.2 | 167.3 | 254.7 | 652.5 |
Net earnings from discontinued operations, net of tax and noncontrolling interest | 0 | 0 | 0 | 21.6 |
Dilutive impact of BellRing net earnings | 0 | 0 | 0 | 0 |
Net earnings from discontinued operations for diluted earnings per share | 0 | 0 | 0 | 21.6 |
Net (loss) earnings for basic (loss) earnings per share | 91.5 | 167.3 | 246.6 | 674.1 |
Net (loss) earnings for diluted (loss) earnings per share | $ 94.2 | $ 167.3 | $ 254.7 | $ 674.1 |
Weighted-average shares for basic earnings per share | 61.6 | 60.4 | 59.7 | 61.5 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 5.4 | 0 | 5.4 | 0 |
Weighted Average Number of Shares Outstanding, Diluted, Adjustment | 6.9 | 1.2 | 7 | 0.8 |
Weighted-average shares for diluted earnings per share | 68.5 | 61.6 | 66.7 | 62.3 |
Earnings from Continuing Operations, Per Basic Share | $ 1.49 | $ 2.77 | $ 4.13 | $ 10.61 |
Earnings from Continuing Operations, Per Diluted Share | 1.38 | 2.72 | 3.82 | 10.47 |
Earnings from Discontinued Operation, Per Basic Share | 0 | 0 | 0 | 0.35 |
Earnings from Discontinued Operation, Per Diluted Share | 0 | 0 | 0 | 0.35 |
Basic earnings per share (in usd per share) | 1.49 | 2.77 | 4.13 | 10.96 |
Diluted earnings per share (in usd per share) | $ 1.38 | $ 2.72 | $ 3.82 | $ 10.82 |
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 | 0.3 | 0.4 | 0.4 | 0.3 |
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 | 0.4 | 0.7 | 0.5 | 0.4 |
Market-based performance shares | ||||
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 | 0.1 | 0.6 | 0.1 |
Earnings-based performance shares | ||||
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 |
Earnings (Loss) Per Share Antid
Earnings (Loss) Per Share Antidilutive shares excluded from earnings per share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 0.1 | 0.4 |
Market-based performance shares | ||||
Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share, Amount | 0.1 | 0.2 | 0.1 | 0.2 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 264.1 | $ 130.9 |
Work in process | 23.2 | 21.1 |
Finished products | 453.1 | 361.9 |
Flocks | 38.9 | 35.2 |
Inventories | $ 779.3 | $ 549.1 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 3,686.9 | $ 3,269.3 |
Accumulated depreciation | (1,694.3) | (1,517.4) |
Property, net | $ 1,992.6 | $ 1,751.9 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Goodwill | ||
Goodwill (gross) | $ 5,306.8 | $ 5,007.4 |
Accumulated impairment losses | (657.8) | (657.8) |
Goodwill | 4,649 | 4,349.6 |
Goodwill from acquisition | 194.3 | |
Currency translation adjustment | 105.1 | |
Post Consumer Brands | ||
Goodwill | ||
Goodwill (gross) | 2,261.3 | 2,066.8 |
Accumulated impairment losses | (609.1) | (609.1) |
Goodwill | 1,652.2 | 1,457.7 |
Goodwill from acquisition | 194.3 | |
Currency translation adjustment | 0.2 | |
Weetabix | ||
Goodwill | ||
Goodwill (gross) | 886.5 | 781.6 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 886.5 | 781.6 |
Goodwill from acquisition | 0 | |
Currency translation adjustment | 104.9 | |
Foodservice | ||
Goodwill | ||
Goodwill (gross) | 1,355.3 | 1,355.3 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 1,355.3 | 1,355.3 |
Goodwill from acquisition | 0 | |
Currency translation adjustment | 0 | |
Refrigerated Retail | ||
Goodwill | ||
Goodwill (gross) | 803.7 | 803.7 |
Accumulated impairment losses | (48.7) | (48.7) |
Goodwill | 755 | $ 755 |
Goodwill from acquisition | 0 | |
Currency translation adjustment | $ 0 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 3,429.2 | $ 2,777.4 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,199.1) | (1,076.8) |
Finite-Lived Intangible Assets, Net | 2,230.1 | 1,700.6 |
Intangible Assets, Net (Excluding Goodwill) | ||
Carrying amount, total | 4,471.5 | 3,789 |
Other intangible assets, net | 3,272.4 | 2,712.2 |
Trademarks and brands | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Carrying amount | 1,042.3 | 1,011.6 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 2,542 | 2,129.7 |
Finite-Lived Intangible Assets, Accumulated Amortization | (909.2) | (816.4) |
Finite-Lived Intangible Assets, Net | 1,632.8 | 1,313.3 |
Trademarks and brands | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 887.2 | 647.7 |
Finite-Lived Intangible Assets, Accumulated Amortization | (289.9) | (260.4) |
Finite-Lived Intangible Assets, Net | $ 597.3 | $ 387.3 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Derivatives, Fair Value | |||
Financing portion of cash paid for rate-lock interest rate swaps | $ 43.5 | $ 0 | |
Commodity contracts | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Notional Amount of Derivative | 179.4 | $ 145 | |
Energy Contracts | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Notional Amount of Derivative | 23.3 | 23.7 | |
Foreign Exchange Contract - Forward Contracts | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Notional Amount of Derivative | 8.4 | 3.2 | |
Interest Rate Swap | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional amount of terminated contracts | 200 | ||
Derivative, Cash Received for Termination | 6.7 | ||
Notional Amount of Derivative | 700 | 200 | |
Interest rate swap, rate lock swaps | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Cash Settlements paid, net | 55.1 | 17 | |
Derivative, Notional amount of terminated contracts | 849.3 | $ 700 | |
Notional Amount of Derivative | 0 | 849.3 | |
Interest rate swap, options | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Cash Settlements paid, net | 2.1 | ||
Derivative, Notional amount of terminated contracts | 332.6 | ||
Notional Amount of Derivative | 0 | 332.6 | |
PHPC Warrants | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Notional Amount of Derivative | 0 | 16.9 | |
Other Current Assets | Commodity contracts | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 3.6 | 12.9 | |
Other Current Assets | Energy Contracts | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 2.3 | 13.6 | |
Other Current Assets | Foreign Exchange Contract - Forward Contracts | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 0 | |
Other Current Assets | Interest Rate Swap | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 10.8 | 3.4 | |
Other Assets | Commodity contracts | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 0.5 | |
Other Assets | Interest Rate Swap | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 3.2 | 2.5 | |
Assets, Total | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 20.1 | 32.9 | |
Other Current Liabilities | Commodity contracts | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 11.4 | 1.5 | |
Other Current Liabilities | Energy Contracts | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 3.3 | 1.8 | |
Other Current Liabilities | Foreign Exchange Contract - Forward Contracts | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0.2 | 0.1 | |
Other Current Liabilities | Interest Rate Swap | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 22.5 | |
Other Liabilities | Commodity contracts | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 0 | |
Other Liabilities | Energy Contracts | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 0 | |
Other Liabilities | Interest Rate Swap | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 8.8 | 48.1 | |
Other Liabilities | PHPC Warrants | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 1 | |
Liabilities, Total | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | $ 23.9 | $ 75 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging (Gain) Loss recognized in Statement of Operations from derivative instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commodity contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of goods sold | Cost of goods sold | Cost of goods sold | Cost of goods sold |
Energy Contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of goods sold | Cost of goods sold | Cost of goods sold | Cost of goods sold |
Foreign Exchange Contract - Forward Contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses |
PHPC Warrants | ||||
Derivative Instruments, (Gain) Loss | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | $ 15.2 | $ 3.6 | $ 20.9 | $ (26) |
Derivatives Not Designated as Hedging Instruments | Energy Contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | 0.6 | (10.3) | 9.2 | (28.7) |
Derivatives Not Designated as Hedging Instruments | Foreign Exchange Contract - Forward Contracts | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | 0.1 | 0.1 | 0.1 | 0.1 |
Derivatives Not Designated as Hedging Instruments | Interest Rate Swap | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | (17.1) | (131.6) | (20.4) | (222.9) |
Derivatives Not Designated as Hedging Instruments | PHPC Warrants | ||||
Derivative Instruments, (Gain) Loss | ||||
(Gain) Loss Recognized in Statement of Operations | $ (1.5) | $ (2.8) | $ (1) | $ (6.3) |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Derivatives designated as hedges and pledged collateral (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 |
Derivative Instruments, (Gain) Loss | ||
Collateral Already Posted | $ 17.3 | $ 2.8 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 8 Months Ended | 9 Months Ended | |||
May 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Mar. 10, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Deferred Compensation Investment | $ 13.6 | $ 12 | |||
Derivative Asset | 20.1 | 32.9 | |||
Equity securities | 0.7 | 32.1 | |||
Investment in BellRing | 0 | 94.8 | |||
Assets, Fair Value Disclosure | 34.4 | 171.8 | |||
Deferred Compensation Liabilities | 37.4 | 33.7 | |||
Derivative Liability | 23.9 | 75 | |||
Other Liabilities, Fair Value Disclosure | 61.3 | 108.7 | |||
Return of subsidiary investments held in trust account | 345 | $ 0 | |||
PHPC Sponsor | PHPC Units | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Return of subsidiary investments held in trust account | $ 40.9 | ||||
Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Deferred Compensation Investment | 13.6 | 12 | |||
Derivative Asset | 0 | 0 | |||
Equity securities | 0.7 | 32.1 | |||
Investment in BellRing | 0 | 94.8 | |||
Assets, Fair Value Disclosure | 14.3 | 138.9 | |||
Deferred Compensation Liabilities | 0 | 0 | |||
Derivative Liability | 0 | 1 | |||
Other Liabilities, Fair Value Disclosure | 0 | 1 | |||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Deferred Compensation Investment | 0 | 0 | |||
Derivative Asset | 20.1 | 32.9 | |||
Equity securities | 0 | 0 | |||
Investment in BellRing | 0 | 0 | |||
Assets, Fair Value Disclosure | 20.1 | 32.9 | |||
Deferred Compensation Liabilities | 37.4 | 33.7 | |||
Derivative Liability | 23.9 | 74 | |||
Other Liabilities, Fair Value Disclosure | 61.3 | 107.7 | |||
Debt, Fair Value | 5,723.1 | 5,171 | |||
Level 2 | 2.50% convertible senior notes | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Debt, Fair Value | $ 583.7 | $ 566.1 | |||
BellRing | Post Holdings, Inc. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 3.40% | 14.20% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Sep. 30, 2022 | Aug. 12, 2022 |
Debt Instrument | |||
Long-term Debt, Including Current Maturities | $ 6,197.7 | $ 5,969.3 | |
Current portion of long-term debt | 1.1 | 1.1 | |
Unamortized Debt Issuance Costs, net | 45 | 50.1 | |
Plus: Unamortized premium and discount, net | 34.5 | 38.5 | |
Total Long-term Debt | 6,186.1 | 5,956.6 | |
Municipal Bonds | |||
Debt Instrument | |||
Long-term Debt | 5.3 | 6.4 | |
Term Loan | |||
Debt Instrument | |||
Long-term Debt | 400 | 0 | |
2.50% convertible senior notes | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 575 | 575 | $ 575 |
Unamortized Debt Issuance Costs, net | 13.3 | 15.5 | |
4.50% Senior Notes Maturing in September 2031 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,129.3 | 1,270.5 | |
4.625% Senior Notes Maturing April 2030 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,452.9 | 1,482.2 | |
5.50% Senior Notes Maturing in December 2029 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,235 | 1,235 | |
5.625% senior notes maturing January 2028 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 940.9 | 940.9 | |
5.75% Senior Notes Maturing March 2027 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | $ 459.3 | $ 459.3 |
Long-Term Debt - BRBR (Details)
Long-Term Debt - BRBR (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 25, 2022 | Aug. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Nov. 18, 2022 | Jul. 25, 2022 | Mar. 08, 2022 | |
Debt Instrument | ||||||||||
Gross Repayments of Long-term debt | $ 50 | $ 73.9 | $ 201.7 | $ 915 | ||||||
Gross Exchanges of Long-term debt | $ 0 | $ 0 | $ 99.9 | 840 | ||||||
Post Holdings, Inc. | BellRing | ||||||||||
Debt Instrument | ||||||||||
Noncontrolling Interest, Common Stock, Transfer | 4.6 | 14.8 | ||||||||
Incremental Term Loan | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Loans Payable to Bank | $ 840 | |||||||||
Gross Repayments of Long-term debt | $ 840 | |||||||||
5.75% Senior Notes Maturing March 2027 | Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Gross Repayments of Long-term debt | 840 | |||||||||
Gross Repayments of Long-term debt, percentage | 65% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | 5.75% | ||||||||
Debt Instrument, Redemption Price, Percentage | 102.875% | |||||||||
Gross Exchanges of Long-term debt | $ 0 | |||||||||
Second Incremental Term Loan | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Loans Payable to Bank | $ 450 | |||||||||
Gross Repayments of Long-term debt | $ 107.7 | |||||||||
Gross Exchanges of Long-term debt | $ 342.3 | |||||||||
Third Incremental Term Loan | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Loans Payable to Bank | $ 130 | |||||||||
Gross Repayments of Long-term debt | $ 30.1 | |||||||||
Gross Exchanges of Long-term debt | $ 99.9 | |||||||||
Third Incremental Term Loan | Term Loan | Secured Overnight Financing Rate | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Long-Term Debt - Convertible Sr
Long-Term Debt - Convertible Sr Notes (Details) | 9 Months Ended | ||
Jun. 30, 2023 USD ($) d $ / shares | Sep. 30, 2022 USD ($) | Aug. 12, 2022 USD ($) | |
Debt Instrument | |||
Unamortized Debt Issuance Costs, net | $ 45,000,000 | $ 50,100,000 | |
Maximum | |||
Debt Instrument | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||
2.50% convertible senior notes | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | $ 575,000,000 | 575,000,000 | $ 575,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||
Debt Instrument, Convertible, Conversion Ratio | 9.4248 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 106.10 | ||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 5 | ||
Debt Instrument, Convertible, Threshold Trading Days | d | 10 | ||
Debt Instrument, Issued, Principal | $ 1,000 | ||
Debt Instrument, Convertible, Latest Date | Aug. 15, 2027 | ||
Long-Term Debt, Carrying Value | $ 561,700,000 | 559,500,000 | |
Unamortized Debt Issuance Costs, net | $ 13,300,000 | $ 15,500,000 | |
Debt Instrument, Convertible, Earliest Date | May 15, 2027 | ||
2.50% convertible senior notes | Senior Notes | Maximum | |||
Debt Instrument | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||
2.50% convertible senior notes | Senior Notes | Minimum | |||
Debt Instrument | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98% |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) $ in Millions | 9 Months Ended | |
Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Debt Instrument | ||
Debt Covenant, Leverage Ratio | 4.25 | |
Revolving Credit Facility | ||
Debt Instrument | ||
Line of Credit Facility, Current Borrowing Capacity | $ 750 | |
Letters of Credit Outstanding, Amount | 19.7 | $ 19.7 |
Line of Credit Facility, Remaining Borrowing Capacity | 730.3 | $ 730.3 |
Debt Covenant, Maximum Undischarged Judgments | $ 100 | |
Revolving Credit Facility | High-End Ratio | ||
Debt Instrument | ||
Debt Covenant, Leverage Ratio | 3 | |
Revolving Credit Facility | Low-End Ratio | ||
Debt Instrument | ||
Debt Covenant, Leverage Ratio | 1.50 | |
Revolving Credit Facility | Maximum | ||
Debt Instrument | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |
Revolving Credit Facility | Minimum | ||
Debt Instrument | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
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 | 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% | |
Revolving Credit Facility | Eurodollar | Minimum | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
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 | Base Rate | Minimum | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Line of Credit | ||
Debt Instrument | ||
Line of Credit Facility, Current Borrowing Capacity | $ 75 |
Long-Term Debt - Fourth Increme
Long-Term Debt - Fourth Incremental Term Loan (Details) - USD ($) $ in Millions | 9 Months Ended | |
Apr. 26, 2023 | Jun. 30, 2023 | |
Extinguishment of Debt [Line Items] | ||
Percentage of Consolidate Cash Flow | 50% | |
Minimum | ||
Extinguishment of Debt [Line Items] | ||
Percentage of Consolidate Cash Flow | 0% | |
Maximum | ||
Extinguishment of Debt [Line Items] | ||
Percentage of Consolidate Cash Flow | 25% | |
Fourth Incremental Term Loan | Term Loan | ||
Extinguishment of Debt [Line Items] | ||
Loans Payable to Bank | $ 400 | |
Debt Issuance Costs, Net | $ 1.9 | |
Fourth Incremental Term Loan | Term Loan | Base Rate | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
Fourth Incremental Term Loan | Term Loan | Secured Overnight Financing Rate | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Long-Term Debt - Repayments (De
Long-Term Debt - Repayments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Disclosure [Abstract] | ||||
Debt Covenant, Leverage Ratio | 4.25 | 4.25 | ||
Debt Covenant, Percentage of Revolving Credit Commitments | 30% | 30% | ||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | $ 50 | $ 73.9 | $ 201.7 | $ 915 |
Gross Exchanges of Long-term debt | $ 0 | 0 | $ 99.9 | 840 |
Debt Covenant, Leverage Ratio | 4.25 | 4.25 | ||
Debt Covenant, Percentage of Revolving Credit Commitments | 30% | 30% | ||
Debt Covenant, interest coverage ratio | 2 | 2 | ||
Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | $ (6.4) | (10.6) | $ (23.3) | 13.5 |
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.3 | 0.6 | 2.4 | 9.1 |
Write-off of Unamortized Debt Discount/(Premium) | (0.3) | (0.2) | (0.3) | (13.5) |
Municipal Bonds | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 1.1 | 1.1 | ||
Gross Exchanges of Long-term debt | 0 | 0 | ||
Municipal Bonds | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | 0 | 0 | ||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0 | 0 | ||
Write-off of Unamortized Debt Discount/(Premium) | 0 | 0 | ||
4.50% Senior Notes Maturing in September 2031 | Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 20.7 | 58.9 | 141.2 | 58.9 |
Gross Exchanges of Long-term debt | 0 | 0 | 0 | 0 |
4.50% Senior Notes Maturing in September 2031 | Senior Notes | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | (3) | (9.4) | (19.9) | (9.4) |
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.1 | 0.5 | 1.1 | 0.5 |
Write-off of Unamortized Debt Discount/(Premium) | 0 | 0 | 0 | 0 |
5.75% Senior Notes Maturing March 2027 | Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 840 | |||
Gross Exchanges of Long-term debt | 0 | |||
5.75% Senior Notes Maturing March 2027 | Senior Notes | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | 24.1 | |||
Write off of Debt Issuance Costs and Deferred Financing Fees | 5 | |||
Write-off of Unamortized Debt Discount/(Premium) | (13.3) | |||
First Incremental Term Loan | Term Loan | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 0 | |||
Gross Exchanges of Long-term debt | 840 | |||
First Incremental Term Loan | Term Loan | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | 0 | |||
Write off of Debt Issuance Costs and Deferred Financing Fees | 3.5 | |||
Write-off of Unamortized Debt Discount/(Premium) | 0 | |||
Third Incremental Term Loan | Term Loan | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 30.1 | |||
Gross Exchanges of Long-term debt | 99.9 | |||
Third Incremental Term Loan | Term Loan | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | 0 | |||
Write off of Debt Issuance Costs and Deferred Financing Fees | 1.1 | |||
Write-off of Unamortized Debt Discount/(Premium) | 0 | |||
4.625% Senior Notes Maturing April 2030 | Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 29.3 | 29.3 | ||
Gross Exchanges of Long-term debt | 0 | 0 | ||
4.625% Senior Notes Maturing April 2030 | Senior Notes | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | (3.4) | (3.4) | ||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.2 | 0.2 | ||
Write-off of Unamortized Debt Discount/(Premium) | $ (0.3) | $ (0.3) | ||
5.50% Senior Notes Maturing in December 2029 | Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Gross Repayments of Long-term debt | 15 | 15 | ||
Gross Exchanges of Long-term debt | 0 | 0 | ||
5.50% Senior Notes Maturing in December 2029 | Senior Notes | Loss on extinguishment of debt and refinancing fees, net | ||||
Extinguishment of Debt [Line Items] | ||||
Payment (Proceeds) for debt discounts and premiums | (1.2) | (1.2) | ||
Write off of Debt Issuance Costs and Deferred Financing Fees | 0.1 | 0.1 | ||
Write-off of Unamortized Debt Discount/(Premium) | $ (0.2) | $ (0.2) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Michael Foods $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 defendant | |
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 | ||
Selling, General and Administrative Expenses | |||
Loss Contingencies | |||
Litigation Settlement, Expense | $ 13.8 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pension Benefits | North America | ||||
Components of net periodic benefit cost (gain) | ||||
Service cost | $ 0.6 | $ 1.1 | $ 1.7 | $ 3.3 |
Interest cost | 1.3 | 0.9 | 3.9 | 2.6 |
Expected return on plan assets | (1.9) | (1.8) | (5.7) | (5.3) |
Recognized net actuarial loss (gain) | 0 | 0.4 | (0.1) | 1.2 |
Recognized prior service cost (credit) | 0 | 0.1 | 0.1 | 0.1 |
Net periodic benefit cost (gain) | 0 | 0.7 | (0.1) | 1.9 |
Pension Benefits | Other International | ||||
Components of net periodic benefit cost (gain) | ||||
Interest cost | 6 | 3.9 | 17.3 | 12.2 |
Expected return on plan assets | (7.9) | (6.1) | (22.9) | (19.2) |
Recognized net actuarial loss (gain) | 0 | 0 | 0.1 | 0 |
Recognized prior service cost (credit) | 0.1 | 0.1 | 0.3 | 0.3 |
Net periodic benefit cost (gain) | (1.8) | (2.1) | (5.2) | (6.7) |
Other Postretirement Benefit Plan | North America | ||||
Components of net periodic benefit cost (gain) | ||||
Service cost | 0.1 | 0.1 | 0.2 | 0.3 |
Interest cost | 0.6 | 0.4 | 1.9 | 1.2 |
Recognized net actuarial loss (gain) | (0.1) | 0.2 | (0.4) | 0.5 |
Recognized prior service cost (credit) | (1.2) | (1.2) | (3.5) | (3.5) |
Net periodic benefit cost (gain) | $ (0.6) | $ (0.5) | $ (1.8) | $ (1.5) |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Apr. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Total Share Repurchase Cost | $ 242.4 | $ 343 | |||
Pet Food | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Issuance of common stock | $ 492.3 | ||||
Common Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased (in millions) | 1.9 | 1.9 | 2.9 | 3.8 | |
Average price per share (a) | $ 86.64 | $ 76.43 | $ 86.91 | $ 89.94 | |
Total Share Repurchase Cost | $ 166.8 | $ 145.8 | $ 250.5 | $ 339 | |
Common Stock | Smucker | Pet Food | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 5.4 | ||||
Common Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Accrued repurchases of common stock | $ 8.1 | ||||
Payments for accrued repurchases of common stock | $ 4 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Segment Reporting Information | |||||
Net Sales | $ 1,859.4 | $ 1,524.9 | $ 5,045.6 | $ 4,272.1 | |
Interest expense, net | 72.7 | 75.6 | 202.4 | 245.6 | |
(Gain) loss on extinguishment of debt, net | (6.4) | (10.2) | (21.2) | 9.1 | |
Income on swaps, net | (17.1) | (131.6) | (20.4) | (222.9) | |
Gain on investment in BellRing | 0 | (35.1) | (5.1) | (482.8) | |
Earnings before income taxes and equity method loss | 125.1 | 219.6 | 318 | 748.7 | |
Depreciation and amortization | 106.5 | 93.8 | 293.3 | 285.5 | |
Assets | 11,886.9 | 11,886.9 | $ 11,308 | ||
Corporate | |||||
Segment Reporting Information | |||||
General corporate expenses and other | 52.3 | 47.6 | 145 | 138.7 | |
Depreciation and amortization | 2.3 | 0.8 | 4.6 | 2.7 | |
Assets | 351.8 | 351.8 | 1,164.9 | ||
Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 1,859.4 | 1,524.9 | 5,045.6 | 4,272.1 | |
Segment Profit | 226.6 | 165.9 | 618.7 | 436.4 | |
Depreciation and amortization | 104.2 | 93 | 288.7 | 282.8 | |
Operating Segments | Post Consumer Brands | |||||
Segment Reporting Information | |||||
Net Sales | 871.3 | 574.7 | 2,025.1 | 1,655.1 | |
Segment Profit | 83 | 81.8 | 237.8 | 232.6 | |
Depreciation and amortization | 44.1 | 33.3 | 109.2 | 101 | |
Assets | 4,789.3 | 4,789.3 | 3,529.1 | ||
Operating Segments | Weetabix | |||||
Segment Reporting Information | |||||
Net Sales | 134.2 | 124.9 | 377.2 | 360.5 | |
Segment Profit | 17.9 | 27.8 | 58.8 | 81.8 | |
Depreciation and amortization | 9.2 | 8.9 | 26.6 | 27.8 | |
Assets | 1,817.1 | 1,817.1 | 1,591.3 | ||
Operating Segments | Foodservice | |||||
Segment Reporting Information | |||||
Net Sales | 622.7 | 579 | 1,856.4 | 1,469.5 | |
Segment Profit | 107.7 | 45.9 | 264.9 | 81 | |
Depreciation and amortization | 31.8 | 31.8 | 95.5 | 95.3 | |
Operating Segments | Refrigerated Retail | |||||
Segment Reporting Information | |||||
Net Sales | 230.7 | 246.4 | 786.4 | 787.4 | |
Segment Profit | 18 | 10.4 | 57.2 | 41 | |
Depreciation and amortization | 19.1 | 19 | 57.4 | 58.7 | |
Operating Segments | Foodservice and Refrigerated Retail | |||||
Segment Reporting Information | |||||
Assets | 4,928.7 | 4,928.7 | $ 5,022.7 | ||
Eliminations | Eliminations and Corporate | |||||
Segment Reporting Information | |||||
Net Sales | 0.5 | (0.1) | 0.5 | (0.4) | |
Cereal | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 700.8 | 657.8 | 2,028.5 | 1,936.5 | |
Nut butters | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 20 | 35.5 | 74.9 | 72.5 | |
Eggs and egg products | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 591.1 | 560.6 | 1,769.2 | 1,420.7 | |
Side dishes (including potato products) | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 171 | 158.2 | 561 | 489.3 | |
Cheese and dairy | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 42.9 | 51 | 143.9 | 164.6 | |
Sausage | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 35.5 | 38.8 | 127.8 | 131.2 | |
Protein-based products | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 9.4 | 6.2 | 23.6 | 6.2 | |
Other | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | 13.4 | 16.9 | 42.2 | 51.9 | |
Eliminations | Eliminations | |||||
Segment Reporting Information | |||||
Net Sales | 0 | (0.1) | (0.8) | (0.8) | |
Pet Food | Operating Segments | |||||
Segment Reporting Information | |||||
Net Sales | $ 275.3 | $ 0 | $ 275.3 | $ 0 |