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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-Q
__________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-35305
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Missouri | | 45-3355106 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address of principal executive offices) (Zip Code)
(314) 644-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | POST | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $0.01 par value per share – 61,859,585 shares as of January 31, 2022
POST HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART I. | | |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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PART II. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 6. | | |
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PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share data)
| | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
Net Sales | | | | | $ | 1,643.7 | | | $ | 1,458.0 | |
Cost of goods sold | | | | | 1,219.7 | | | 1,002.6 | |
Gross Profit | | | | | 424.0 | | | 455.4 | |
Selling, general and administrative expenses | | | | | 257.3 | | | 251.1 | |
Amortization of intangible assets | | | | | 41.4 | | | 40.6 | |
| | | | | | | |
| | | | | | | |
Other operating income, net | | | | | (3.4) | | | (2.6) | |
Operating Profit | | | | | 128.7 | | | 166.3 | |
Interest expense, net | | | | | 91.2 | | | 96.6 | |
| | | | | | | |
Expense (income) on swaps, net | | | | | 36.9 | | | (41.6) | |
Other income, net | | | | | (3.0) | | | (10.8) | |
Earnings before Income Taxes and Equity Method Loss | | | | | 3.6 | | | 122.1 | |
Income tax (benefit) expense | | | | | (5.8) | | | 23.2 | |
Equity method loss, net of tax | | | | | 18.6 | | | 7.9 | |
Net (Loss) Earnings Including Noncontrolling Interests | | | | | (9.2) | | | 91.0 | |
Less: Net earnings attributable to noncontrolling interests | | | | | 11.6 | | | 9.8 | |
Net (Loss) Earnings | | | | | $ | (20.8) | | | $ | 81.2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(Loss) Earnings per Common Share: | | | | | | | |
Basic | | | | | $ | (0.25) | | | $ | 1.24 | |
Diluted | | | | | $ | (0.25) | | | $ | 1.21 | |
| | | | | | | |
Weighted-Average Common Shares Outstanding: | | | | | | | |
Basic | | | | | 62.5 | | | 65.7 | |
Diluted | | | | | 62.5 | | | 66.9 | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
(in millions)
| | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
Net (Loss) Earnings Including Noncontrolling Interests | | | | | $ | (9.2) | | | $ | 91.0 | |
Pension and postretirement benefits adjustments: | | | | | | | |
| | | | | | | |
Reclassifications to net (loss) earnings | | | | | (0.5) | | | (0.2) | |
| | | | | | | |
Hedging adjustments: | | | | | | | |
| | | | | | | |
Reclassifications to net (loss) earnings | | | | | 0.5 | | | 0.5 | |
| | | | | | | |
Foreign currency translation adjustments: | | | | | | | |
Unrealized foreign currency translation adjustments | | | | | 4.9 | | | 101.6 | |
| | | | | | | |
Tax benefit (expense) on other comprehensive income: | | | | | | | |
Pension and postretirement benefits adjustments: | | | | | | | |
Reclassifications to net (loss) earnings | | | | | 0.1 | | | 0.1 | |
Hedging adjustments: | | | | | | | |
| | | | | | | |
Reclassifications to net (loss) earnings | | | | | — | | | (0.1) | |
Total Other Comprehensive Income Including Noncontrolling Interests | | | | | 5.0 | | | 101.9 | |
Less: Comprehensive income attributable to noncontrolling interests | | | | | 11.4 | | | 10.1 | |
Total Comprehensive (Loss) Income | | | | | $ | (15.6) | | | $ | 182.8 | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)
| | | | | | | | | | | |
| December 31, 2021 | | September 30, 2021 |
ASSETS |
Current Assets | | | |
Cash and cash equivalents | $ | 1,158.0 | | | $ | 817.1 | |
Restricted cash | 2.1 | | | 7.1 | |
Receivables, net | 531.8 | | | 553.9 | |
Inventories | 621.6 | | | 594.5 | |
| | | |
| | | |
Prepaid expenses and other current assets | 121.5 | | | 113.5 | |
Total Current Assets | 2,435.0 | | | 2,086.1 | |
Property, net | 1,769.0 | | | 1,839.4 | |
Goodwill | 4,566.7 | | | 4,567.5 | |
Other intangible assets, net | 3,097.2 | | | 3,147.5 | |
Equity method investments | 51.9 | | | 70.7 | |
| | | |
| | | |
Investments held in trust | 345.0 | | | 345.0 | |
Other assets | 348.1 | | | 358.5 | |
Total Assets | $ | 12,612.9 | | | $ | 12,414.7 | |
| | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current Liabilities | | | |
Current portion of long-term debt | $ | 36.1 | | | $ | 117.4 | |
Accounts payable | 426.0 | | | 473.7 | |
| | | |
Other current liabilities | 479.3 | | | 458.1 | |
Total Current Liabilities | 941.4 | | | 1,049.2 | |
Long-term debt | 7,429.0 | | | 6,922.8 | |
Deferred income taxes | 838.4 | | | 863.9 | |
| | | |
Other liabilities | 527.5 | | | 519.6 | |
Total Liabilities | 9,736.3 | | | 9,355.5 | |
Redeemable noncontrolling interest | 305.0 | | | 305.0 | |
Shareholders’ Equity | | | |
| | | |
Common stock | 0.9 | | | 0.9 | |
Additional paid-in capital | 4,247.7 | | | 4,253.5 | |
Retained earnings | 326.6 | | | 347.3 | |
Accumulated other comprehensive income | 48.1 | | | 42.9 | |
Treasury stock, at cost | (2,057.2) | | | (1,902.2) | |
Total Shareholders’ Equity Excluding Noncontrolling Interests | 2,566.1 | | | 2,742.4 | |
Noncontrolling interests | 5.5 | | | 11.8 | |
Total Shareholders’ Equity | 2,571.6 | | | 2,754.2 | |
Total Liabilities and Shareholders’ Equity | $ | 12,612.9 | | | $ | 12,414.7 | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
| | | | | | | | | | | |
| Three Months Ended December 31, |
| 2021 | | 2020 |
Cash Flows from Operating Activities | | | |
Net (Loss) Earnings Including Noncontrolling Interests | $ | (9.2) | | | $ | 91.0 | |
Adjustments to reconcile net (loss) earnings including noncontrolling interests to net cash provided by operating activities: | | | |
Depreciation and amortization | 101.7 | | | 94.1 | |
Unrealized loss (gain) on interest rate swaps, foreign exchange contracts and warrant liabilities, net | 33.6 | | | (42.3) | |
| | | |
| | | |
| | | |
| | | |
Stock-based compensation expense | 16.2 | | | 13.9 | |
Equity method loss, net of tax | 18.6 | | | 7.9 | |
Deferred income taxes | (26.1) | | | 17.0 | |
Other, net | (1.8) | | | (10.0) | |
Other changes in operating assets and liabilities, net of held for sale assets and liabilities: | | | |
Decrease (increase) in receivables, net | 27.9 | | | (10.4) | |
(Increase) decrease in inventories | (38.0) | | | 15.5 | |
Increase in prepaid expenses and other current assets | (7.4) | | | (17.2) | |
Decrease (increase) in other assets | 6.3 | | | (8.3) | |
Decrease in accounts payable and other current liabilities | (19.1) | | | (48.0) | |
Increase in non-current liabilities | 3.4 | | | 11.3 | |
Net Cash Provided by Operating Activities | 106.1 | | | 114.5 | |
| | | |
Cash Flows from Investing Activities | | | |
Business acquisitions, net of cash acquired | (0.1) | | | 1.0 | |
Additions to property | (57.9) | | | (53.9) | |
| | | |
Proceeds from sale of property and assets held for sale | 14.4 | | | 16.4 | |
Proceeds from sale of business | 50.1 | | | — | |
| | | |
Purchases of equity securities | — | | | (5.0) | |
| | | |
Investments in partnerships | (3.3) | | | — | |
| | | |
| | | |
| | | |
Net Cash Provided by (Used in) Investing Activities | 3.2 | | | (41.5) | |
| | | |
Cash Flows from Financing Activities | | | |
Proceeds from issuance of long-term debt | 500.0 | | | 20.0 | |
| | | |
| | | |
| | | |
| | | |
Repayments of long-term debt | (90.1) | | | (37.5) | |
Premium from issuance of long-term debt | 17.5 | | | — | |
| | | |
Purchases of treasury stock | (159.0) | | | (165.3) | |
Subsidiary shares repurchased by subsidiary | (18.1) | | | — | |
| | | |
| | | |
| | | |
Payments of debt issuance costs and deferred financing fees | (3.6) | | | (0.1) | |
| | | |
| | | |
| | | |
| | | |
Cash received from share repurchase contracts | — | | | 47.5 | |
Other, net | (19.3) | | | (19.1) | |
Net Cash Provided by (Used in) Financing Activities | 227.4 | | | (154.5) | |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (0.8) | | | 6.6 | |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | 335.9 | | | (74.9) | |
Cash, Cash Equivalents and Restricted Cash, Beginning of Year | 824.2 | | | 1,193.4 | |
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 1,160.1 | | | $ | 1,118.5 | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(in millions)
| | | | | | | | | | | | | | | |
| | | As Of and For The Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
| | | | | | | |
| | | | | | | |
Common Stock | | | | | | | |
Beginning and end of period | | | | | $ | 0.9 | | | $ | 0.8 | |
| | | | | | | |
| | | | | | | |
Additional Paid-in Capital | | | | | | | |
Beginning of period | | | | | 4,253.5 | | | 4,182.9 | |
| | | | | | | |
Activity under stock and deferred compensation plans | | | | | (17.7) | | | (17.0) | |
Non-cash stock-based compensation expense | | | | | 11.9 | | | 12.8 | |
Cash received from share repurchase contracts | | | | | — | | | 47.5 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
End of period | | | | | 4,247.7 | | | 4,226.2 | |
Retained Earnings | | | | | | | |
Beginning of period | | | | | 347.3 | | | 208.6 | |
Net (loss) earnings | | | | | (20.8) | | | 81.2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Post Holdings Partnering Corporation deemed dividend | | | | | 0.1 | | | — | |
End of period | | | | | 326.6 | | | 289.8 | |
Accumulated Other Comprehensive Loss | | | | | | | |
Retirement Benefit Adjustments, net of tax | | | | | | | |
Beginning of period | | | | | (10.9) | | | (4.3) | |
Net change in retirement benefits, net of tax | | | | | (0.4) | | | (0.1) | |
End of period | | | | | (11.3) | | | (4.4) | |
Hedging Adjustments, net of tax | | | | | | | |
Beginning of period | | | | | 71.4 | | | 70.3 | |
Net change in hedges, net of tax | | | | | 0.4 | | | 0.3 | |
End of period | | | | | 71.8 | | | 70.6 | |
Foreign Currency Translation Adjustments | | | | | | | |
Beginning of period | | | | | (17.6) | | | (95.3) | |
Foreign currency translation adjustments | | | | | 5.2 | | | 101.4 | |
End of period | | | | | (12.4) | | | 6.1 | |
Treasury Stock | | | | | | | |
Beginning of period | | | | | (1,902.2) | | | (1,508.5) | |
Purchases of treasury stock | | | | | (155.0) | | | (159.9) | |
End of period | | | | | (2,057.2) | | | (1,668.4) | |
Total Shareholders’ Equity Excluding Noncontrolling Interests | | | | | 2,566.1 | | | 2,920.7 | |
Noncontrolling Interests | | | | | | | |
Beginning of period | | | | | 11.8 | | | (25.5) | |
| | | | | | | |
Net earnings attributable to noncontrolling interests | | | | | 11.5 | | | 9.8 | |
Purchases of treasury stock | | | | | (18.1) | | | — | |
Activity under stock and deferred compensation plans | | | | | (1.0) | | | (0.9) | |
Distribution to noncontrolling interest | | | | | — | | | (1.0) | |
Non-cash stock-based compensation expense | | | | | 1.5 | | | 1.1 | |
Net change in hedges, net of tax | | | | | 0.1 | | | 0.1 | |
Foreign currency translation adjustments | | | | | (0.3) | | | 0.2 | |
End of period | | | | | 5.5 | | | (16.2) | |
Total Shareholders’ Equity | | | | | $ | 2,571.6 | | | $ | 2,904.5 | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
POST HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in millions, except per share information and where indicated otherwise)
NOTE 1 — 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”), and on a basis substantially consistent with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” the “Company,” “us,” “our” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Post Holdings, Inc. and its consolidated subsidiaries) as of and for the fiscal year ended September 30, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC on November 19, 2021.
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.
NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information.
Recently Adopted
In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires a company to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU No. 2014-19, “Revenue from Contracts with Customers (Topic 606)” as if it had originated the contracts. The Company early adopted this ASU on October 1, 2021 on a prospective basis, as permitted by the ASU. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this ASU on October 1, 2021, using the modified retrospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.
In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by Topic 848 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted Topic 848 on October 1, 2021. The adoption of Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
NOTE 3 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS
Post Holdings Partnering Corporation
On May 28, 2021, the Company and Post Holdings Partnering Corporation, a newly formed special purpose acquisition company incorporated as a Delaware corporation (“PHPC”), consummated the initial public offering of 30.0 units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued an additional 4.5 PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, $0.0001 par value per share (“PHPC Series A Common Stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0. PHPC Sponsor, LLC, a wholly owned subsidiary of the Company (“PHPC Sponsor”), purchased 4.0 of the 30.0 PHPC Units in the initial public offering on May 28, 2021 for $40.0. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PSPC.U” on May 26, 2021. As of July 16, 2021, holders of the PHPC Units could elect to separately trade their shares of PHPC Series A Common Stock and PHPC Warrants, with the shares of PHPC Series A Common Stock and the PHPC Warrants listed on the NYSE under the ticker symbols “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is required to consummate a partnering transaction within 24 months (or 27 months under certain circumstances) of the completion of the PHPC IPO.
Substantially concurrently with the closing of the initial public offering on May 28, 2021, PHPC completed the private sale of 1.0 units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, and in connection with the underwriters’ exercise in full of their option to purchase additional PHPC Units, PHPC Sponsor purchased an additional 0.1 PHPC Private Placement Units, generating proceeds to PHPC of $10.9 (the “PHPC Private Placement”). The PHPC Private Placement Units sold in the PHPC Private Placement are identical to the PHPC Units sold in the PHPC IPO, except that, with respect to the warrants underlying the PHPC Private Placement Units (the “PHPC Private Placement Warrants”) that are held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the PHPC Warrants are called for redemption and a certain price per share of PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and exercisable by holders on the same basis as the PHPC Warrants.
In addition, the Company, through PHPC Sponsor’s ownership of 8.6 shares of Series F common stock of PHPC, $0.0001 par value per share, has certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s certificate of incorporation.
In connection with the completion of the initial public offering on May 28, 2021, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), providing for the purchase by PHPC Sponsor, at the election of PHPC, of up to 10.0 units of PHPC (the “PHPC Forward Purchase Units”), subject to the terms and conditions of the Forward Purchase Agreement, with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock, $0.0001 par value per share, and one-third of one warrant to purchase one share of PHPC Series A Common Stock, for a purchase price of $10.00 per PHPC Forward Purchase Unit, in an aggregate amount of up to $100.0 in a private placement to occur concurrently with the closing of PHPC’s partnering transaction.
In determining the accounting treatment of the Company’s equity interest in PHPC, management concluded that PHPC is a variable interest entity (“VIE”) as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” A VIE is an entity in which equity investors at risk lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, as well as the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. PHPC Sponsor is the primary beneficiary of PHPC as it has, through its equity interest, the right to receive benefits or the obligation to absorb losses from PHPC, as well as the power to direct a majority of the activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is fully consolidated into the Company’s financial statements.
Proceeds of $345.0 were deposited in a trust account established for the benefit of PHPC’s public stockholders consisting of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses. A minimum balance of $345.0, representing the number of PHPC Units sold at the offering price of $10.00 per PHPC Unit, is required by the underwriting agreement to be maintained in the trust account. These proceeds will be invested only in U.S. treasury securities. In connection with the trust account, the Company reported
“Investments held in trust” of $345.0 on the Condensed Consolidated Balance Sheets at both December 31, 2021 and September 30, 2021.
The public stockholders’ ownership of PHPC equity represents a noncontrolling interest (“NCI”) to the Company, which is classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock is redeemable at the option of the public stockholders in certain circumstances. The carrying amount of the redeemable NCI is equal to the greater of (i) the initial carrying amount, increased or decreased for the redeemable NCI’s share of PHPC’s net income or loss, other comprehensive income or loss (“OCI”) and distributions or (ii) the redemption value. The public stockholders of PHPC Series A Common Stock will be entitled in certain circumstances to redeem their shares of PHPC Series A Common Stock for a pro rata portion of the amount in the trust account at $10.00 per share of PHPC Series A Common Stock held, plus any pro rata interest earned on the funds held in the trust account and not previously released to PHPC to pay taxes. As of both December 31, 2021 and September 30, 2021, the carrying amount of the redeemable NCI was recorded at its redemption value of $305.0. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend and are recorded to “Retained earnings” on the Condensed Consolidated Balance Sheets.
In connection with the PHPC IPO, PHPC incurred offering costs of $17.9, of which $10.7 were deferred underwriting commissions that will become payable to the underwriters solely in the event that PHPC completes a partnering transaction and were included in “Other liabilities” on the Condensed Consolidated Balance Sheet at both December 31, 2021 and September 30, 2021.
As of both December 31, 2021 and September 30, 2021, the Company beneficially owned 31.0% of the equity of PHPC and the net income and net assets of PHPC were consolidated within the Company’s financial statements. The remaining 69.0% of the consolidated net income and net assets of PHPC, representing the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation.
The following table summarizes the effects of changes in ownership of PHPC on the Company’s equity for the three months ended December 31, 2021.
| | | | | | | | | | | |
| | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net earnings attributable to redeemable NCI | | | | | 0.1 | | | |
| | | | | | | |
PHPC deemed dividend | | | | | $ | 0.1 | | | |
The following table summarizes the changes to the Company’s redeemable NCI as of and for the three months ended December 31, 2021.
| | | | | | | |
| |
| | | |
Beginning of period | $ | 305.0 | | | |
| | | |
Net earnings attributable to redeemable NCI | 0.1 | | | |
PHPC deemed dividend | (0.1) | | | |
End of period | $ | 305.0 | | | |
BellRing
On October 21, 2019, BellRing Brands, Inc. (“BellRing”), a subsidiary of the Company, closed its initial public offering (the “BellRing IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the “BellRing Class A Common Stock”). As a result of the BellRing IPO and certain other transactions completed in connection with the BellRing IPO, BellRing became a publicly-traded company with the BellRing Class A Common Stock being traded on the NYSE under the ticker symbol “BRBR” and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of BellRing LLC’s non-voting membership units (the “BellRing LLC units”), with Post owning 71.2% of the BellRing LLC units and one share of BellRing’s Class B common stock, $0.01 par value per share (the “BellRing Class B Common Stock” and, collectively with the BellRing Class A Common Stock, the “BellRing Common Stock”). The BellRing Class B Common Stock has voting rights but no rights to dividends or other economic rights. For so long as Post or its affiliates (other than BellRing and its subsidiaries) directly own more than 50% of the BellRing LLC units, the BellRing Class B Common Stock represents 67% of the combined voting power of the BellRing Common Stock, which provides the Company control over BellRing’s board of directors and results in the full consolidation of BellRing and its subsidiaries into the Company’s financial statements. The BellRing LLC units held by the Company include a redemption feature that allows the Company to, at BellRing LLC’s option (as determined by its board of managers), redeem BellRing LLC units for either (i) BellRing Class A Common Stock or (ii) cash equal to the market value of the BellRing Class A Common Stock at the time of redemption. BellRing LLC is the holding company for the Company’s historical active nutrition business. The term “BellRing” as used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities, the term “BellRing” refers to BellRing Brands, LLC. BellRing and its subsidiaries are reported herein as the BellRing Brands segment.
In the event the Company (other than BellRing and its subsidiaries) holds 50% or less of the BellRing LLC units, the holder of the share of BellRing Class B Common Stock will be entitled to a number of votes equal to the number of BellRing LLC units held by all persons other than BellRing and its subsidiaries. In such situation, the Company, as the holder of the share of BellRing Class B Common Stock, will only be entitled to cast a number of votes equal to the number of BellRing LLC units held by the Company (other than BellRing and its subsidiaries). Also, in such situation, if any BellRing LLC units are held by persons other than the Company, then the Company, as the holder of the share of BellRing Class B Common Stock, will cast the remainder of votes to which the share of BellRing Class B Common Stock is entitled only in accordance with the instructions and directions from such other holders of the BellRing LLC units.
As of December 31, 2021 and September 30, 2021, the Company (other than BellRing and its subsidiaries) owned 71.5% and 71.2%, respectively, of the BellRing LLC units and the net income and net assets of BellRing and its subsidiaries were consolidated within the Company’s financial statements, and the remaining 28.5% and 28.8%, respectively, of the consolidated net income and net assets of BellRing and its subsidiaries, representing the percentage of economic interest in BellRing LLC held by BellRing (and therefore indirectly held by the public stockholders of BellRing through their ownership of the BellRing Class A Common Stock), were allocated to NCI.
In October 2021, Post entered into a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) providing for the distribution of a significant portion of its ownership interest in BellRing to Post’s shareholders. Pursuant to the Transaction Agreement, Post will contribute its share of BellRing Class B Common Stock, all of its BellRing Brands, LLC units and cash to BellRing Distribution, LLC, a newly-formed wholly-owned subsidiary of Post (“New BellRing”), in exchange for all of the then-outstanding equity of New BellRing and New BellRing indebtedness (the “BellRing Separation”). New BellRing will convert into a Delaware corporation, and Post will then distribute at least 80.1% of its shares of New BellRing common stock to Post shareholders in a pro-rata distribution. Upon completion of the distribution of New BellRing common stock to Post shareholders (the “BellRing Distribution”), BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing, will merge with and into BellRing (the “BellRing Merger”), with BellRing as the surviving corporation and a wholly-owned subsidiary of New BellRing. Pursuant to the BellRing Merger, each outstanding share of BellRing Class A Common Stock will be converted into one share of New BellRing common stock plus a to-be-determined amount of cash per share. The exact amount of cash consideration will be determined in accordance with the Transaction Agreement based upon several factors, including the amount of New BellRing indebtedness to be issued. Immediately following the BellRing Distribution and the BellRing Merger, it is expected that Post will own approximately 14.2% of the New BellRing common stock and Post shareholders will own approximately 57.3% of the New BellRing common stock. Legacy holders of BellRing Class A Common Stock will own approximately 28.5% of the New BellRing common stock, maintaining their current effective ownership in the BellRing business. Post expects to use the New BellRing indebtedness and shares of New BellRing common stock to repay creditors of Post. The Company incurred separation-related expenses of $4.4 during the three months ended December 31, 2021. These expenses generally included third party costs for due diligence, advisory services and government filing fees and were recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Completion of the BellRing Separation, the BellRing Distribution and the BellRing Merger is anticipated to occur in the first calendar quarter of 2022, the second quarter of fiscal 2022, subject to certain customary closing conditions, although there can be no assurance that these transactions will occur within the expected timeframe or at all. As of December 31, 2021, the BellRing Separation, the BellRing Distribution and the BellRing Merger had not yet been completed.
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 ASC Topic 810 and, as such, was evaluated under the voting interest model. Based on the terms of 8th Avenue’s governing documents, management determined that the Company does not have a controlling voting interest in 8th Avenue due to substantive participating rights held by third parties associated with the governance of 8th Avenue. However, Post does retain significant influence, and therefore, the use of the equity method of accounting is required.
The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue:
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| | | Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
8th Avenue’s net loss available to 8th Avenue’s common shareholders | | | | | $ | (27.7) | | | $ | (10.2) | |
| | | | | 60.5 | % | | 60.5 | % |
Equity method loss available to Post | | | | | $ | (16.8) | | | $ | (6.2) | |
Less: Amortization of basis difference, net of tax (a) | | | | | 1.7 | | | 1.7 | |
Equity method loss, net of tax | | | | | $ | (18.5) | | | $ | (7.9) | |
(a)The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a basis difference of $70.3. The basis difference related to property, plant and equipment and other intangible assets is being amortized over the weighted-average useful lives of the assets. At December 31, 2021 and September 30, 2021, the remaining basis difference to be amortized was $46.1 and $47.8, respectively.
Summarized financial information of 8th Avenue is presented in the following table.
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| | | Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
Net sales | | | | | $ | 259.6 | | | $ | 229.0 | |
Gross profit | | | | | $ | 28.0 | | | $ | 35.4 | |
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Net (loss) earnings | | | | | $ | (18.0) | | | $ | (1.4) | |
Less: Preferred stock dividend | | | | | 9.7 | | | 8.8 | |
Net Loss Available to 8th Avenue Common Shareholders | | | | | $ | (27.7) | | | $ | (10.2) | |
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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 $1.0 and $0.8 during the three months ended December 31, 2021 and 2020, respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.
During the three months ended December 31, 2021 and 2020, the Company had net sales to 8th Avenue of $1.4 and $2.0, respectively, and purchases from and royalties paid to 8th Avenue of $29.5 and $2.2, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was $48.1 and $66.6 at December 31, 2021 and September 30, 2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had current receivables, current payables and a long-term liability with 8th Avenue of $4.4, $1.4 and $0.7, respectively, at December 31, 2021 and current receivables, current payables and a long-term liability of $4.6, $1.2 and $0.7, respectively, at September 30, 2021. The current receivables, current payables and long-term liability, which related to the separation of 8th Avenue from the Company, MSA fees, pass through charges owed by 8th Avenue to the Company and related party sales and purchases, were included in “Receivables, net,” “Accounts payable” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets.
Alpen and Weetabix East Africa
The Company holds an equity interest in two legal entities, Alpen Food Company South Africa (Pty) Limited (“Alpen”) and Weetabix East Africa Limited (“Weetabix East Africa”).
Alpen is a South African-based company that produces ready-to-eat (“RTE”) cereal and muesli. The Company owns 50% of Alpen’s common stock with no other indicators of control, and accordingly, the Company accounts for its investment in Alpen using the equity method. The Company’s equity method loss, net of tax, attributable to Alpen was $0.1 and zero for the three months ended December 31, 2021 and 2020, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $3.8 and $4.1 at December 31, 2021 and September 30, 2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.5 at both December 31, 2021 and September 30, 2021, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.
Weetabix East Africa is a Kenyan-based company that produces 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 from operations are reported in the Weetabix segment (see Note 18). The remaining interest in the consolidated net income and net assets of Weetabix East Africa is allocated to NCI.
NOTE 4 — 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 2021
On June 1, 2021, the Company completed its acquisition of the private label RTE cereal business from TreeHouse Foods, Inc. (the “PL RTE Cereal Business”) for $85.0, subject to inventory and other adjustments, resulting in a payment at closing of $88.0. The acquisition was completed using cash on hand. The PL RTE Cereal Business is reported in the Post Consumer Brands segment (see Note 18). Based on the purchase price allocation at September 30, 2021, the Company identified and recorded $99.5 of net assets, which exceeded the purchase price paid for the PL RTE Cereal Business. As a result, the Company recorded a gain of $11.5, which was reported as other operating income in the consolidated statement of operations for the year ended September 30, 2021.
On May 27, 2021, the Company completed its acquisition of the Egg Beaters liquid egg brand (“Egg Beaters”) from Conagra Brands, Inc. for $50.0, subject to working capital and other adjustments, resulting in a payment at closing of $50.6. The acquisition was completed using cash on hand. Egg Beaters is a retail liquid egg brand and is reported in the Refrigerated Retail segment (see Note 18).
On February 1, 2021, the Company completed its acquisition of the Almark Foods business and related assets (“Almark”) for $52.0, subject to working capital and other adjustments, resulting in a payment at closing of $51.3. The acquisition was completed using cash on hand. Almark is a provider of hard-cooked and deviled egg products, offering conventional, organic and cage-free products, and distributes its products to foodservice distributors, as well as across retail outlets, including in the perimeter-of-the-store and the deli counter. Almark is reported in the Foodservice and Refrigerated Retail segments (see Note 18). At both December 31, 2021 and September 30, 2021, the Company had recorded an estimated working capital receivable of $3.0, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet.
On January 25, 2021, the Company completed its acquisition of the Peter Pan nut butter brand (“Peter Pan”) from Conagra Brands, Inc. for $102.0, subject to working capital and other adjustments, resulting in a payment at closing of $103.4. The acquisition was completed using cash on hand. Peter Pan is a nationally recognized brand with a diversified customer base across key channels and is reported in the Post Consumer Brands segment (see Note 18). All Peter Pan nut butter products are currently co-manufactured by 8th Avenue, in which the Company has a 60.5% common equity interest (see Note 3). In April 2021, the Company reached a final settlement of net working capital, resulting in an amount received by the Company of $2.0.
Preliminary values of the Almark acquisition are not yet finalized pending the final purchase price allocation and is subject to change once additional information is obtained.
Unaudited Pro Forma Information
The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of the fiscal 2021 acquisitions for the periods presented as if these acquisitions had occurred on October 1, 2019, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, inventory revaluation adjustments on acquired businesses, interest expense, transaction costs, gain on bargain purchase and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Pro forma adjustments did not affect results of operations for the three months ended December 31, 2021.
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| | | | | Three Months Ended December 31, |
| | | | | | | 2020 |
Pro forma net sales | | | | | | | $ | 1,554.2 | |
Pro forma net earnings available to common shareholders | | | | | | | $ | 80.6 | |
Pro forma basic earnings per common share | | | | | | | $ | 1.23 | |
Pro forma diluted earnings per common share | | | | | | | $ | 1.21 | |
NOTE 5 — DIVESTITURE AND AMOUNTS HELD FOR SALE
Divestiture
On December 1, 2021, the Company sold the Willamette Egg Farms business (the “WEF Transaction”), which included $62.8 of assets, resulting in 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 Sheet at December 31, 2021. As a result, during the three months ended December 31, 2021, the Company recorded a loss on sale of business of $6.7, which was reported as “Other operating income, net” in the Condensed Consolidated Statement of Operations. As of December 31, 2021, Willamette Egg Farms was no longer consolidated in the Company’s financial statements. Prior to the WEF Transaction, operating results were previously reported in the Refrigerated Retail segment.
Amounts Held For Sale
The Company had certain Foodservice production equipment in Klingerstown, Pennsylvania (the “Klingerstown Equipment”) classified as held for sale. The Company sold the Klingerstown Equipment in November 2021. In the three months ended December 31, 2021, a gain on assets held for sale of $9.8 was recorded related to the sale of the Klingerstown Equipment. The Company received total proceeds of $10.3, which was included in “Proceeds from sale of property and assets held for sale” on the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, 2021. In the three months ended December 31, 2020, a net gain on assets held for sale of $0.6 was recorded consisting of a gain of $0.7 related to the sale of a Weetabix manufacturing facility in Corby, United Kingdom in November 2020 and a loss of $0.1 related to the sale of land and a building at the Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina in November 2020. These held for sale gains and losses were included in “Other operating income, net” in the Condensed Consolidated Statements of Operations for the three months ended December 31, 2021 and 2020.
NOTE 6 — INCOME TAXES
The effective income tax rate was (161.1)% and 19.0% for the three months ended December 31, 2021 and 2020, respectively. In accordance with ASC Topic 740, “Income Taxes,” the Company records income tax (benefit) expense 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 months ended December 31, 2021, the effective income tax rate differed significantly from the statutory rate primarily as a result of $4.6 of discrete tax benefit items related to the Company’s equity method loss attributable to 8th Avenue and $2.2 of discrete tax benefit items related to excess tax benefits for share-based payments. For additional information on the 8th Avenue equity method loss, refer to Note 3.
NOTE 7 — (LOSS) EARNINGS PER SHARE
Basic (loss) earnings per share is based on the average number of shares of common stock outstanding during the period. Diluted (loss) earnings per share is based on the average number of shares used for the basic (loss) earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend (see Note 3). As allowed for within ASC Topic 480, “Distinguishing Liabilities from Equity,” the Company has made an election to treat the portion of the deemed dividend that exceeds fair value as an adjustment to income available to common shareholders for basic and diluted (loss) earnings per share. In addition, “Net (loss) earnings for diluted (loss) earnings per share” in the table below has been adjusted for the Company’s share of BellRing’s consolidated net earnings for diluted earnings per share, to the extent it is dilutive.
The following table sets forth the computation of basic and diluted (loss) earnings per share.
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| | | Three Months Ended December 31, |
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Net (Loss) Earnings | | | | | $ | (20.8) | | | $ | 81.2 | |
Impact of redeemable NCI | | | | | 4.9 | | | — | |
Net (loss) earnings for basic (loss) earnings per share | | | | | $ | (15.9) | | | $ | 81.2 | |
Dilutive impact of BellRing net earnings | | | | | — | | | — | |
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Net (loss) earnings for diluted (loss) earnings per share | | | | | $ | (15.9) | | | $ | 81.2 | |
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Weighted-average shares for basic (loss) earnings per share | | | | | 62.5 | | | 65.7 | |
Effect of dilutive securities: | | | | | | | |
Stock options | | | | | — | | | 0.6 | |
Stock appreciation rights | | | | | — | | | 0.1 | |
Restricted stock units | | | | | — | | | 0.4 | |
Performance-based restricted stock units | | | | | — | | | 0.1 | |
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Total dilutive securities | | | | | — | | | 1.2 | |
Weighted-average shares for diluted (loss) earnings per share | | | | | 62.5 | | | 66.9 | |
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Basic (loss) earnings per common share | | | | | $ | (0.25) | | | $ | 1.24 | |
Diluted (loss) earnings per common share | | | | | $ | (0.25) | | | $ | 1.21 | |
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted (loss) earnings per share as they were anti-dilutive.
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| | | Three Months Ended December 31, |
| | | | | 2021 | | 2020 |
Stock options | | | | | 0.8 | | | 0.2 | |
Stock appreciation rights | | | | | 0.1 | | | — | |
Restricted stock units | | | | | 0.8 | | | 0.1 | |
Performance-based restricted stock units | | | | | 0.1 | | | 0.2 | |
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NOTE 8 — INVENTORIES
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| December 31, 2021 | | September 30, 2021 |
Raw materials and supplies | $ | 139.3 | | | $ | 133.6 | |
Work in process | 19.3 | | | 19.3 | |
Finished products | 431.5 | | | 402.5 | |
Flocks | 31.5 | | | 39.1 | |
| $ | 621.6 | | | $ | 594.5 | |
NOTE 9 — PROPERTY, NET
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| December 31, 2021 | | September 30, 2021 |
Property, at cost | $ | 3,186.3 | | | $ | 3,239.5 | |
Accumulated depreciation | (1,417.3) | | | (1,400.1) | |
| $ | 1,769.0 | | | $ | 1,839.4 | |
NOTE 10 — GOODWILL
The changes in the carrying amount of goodwill by segment are noted in the following table.
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| Post Consumer Brands | | Weetabix | | Foodservice | | Refrigerated Retail | | BellRing Brands | | Total |
Balance, September 30, 2021 | | | | | | | | | | | |
Goodwill (gross) | $ | 2,067.1 | | | $ | 929.4 | | | $ | 1,355.0 | | | $ | 807.9 | | | $ | 180.7 | | | $ | 5,340.1 | |
Accumulated impairment losses | (609.1) | | | — | | | — | | | (48.7) | | | (114.8) | | | (772.6) | |
Goodwill (net) | $ | 1,458.0 | | | $ | 929.4 | | | $ | 1,355.0 | | | $ | 759.2 | | | $ | 65.9 | | | $ | 4,567.5 | |
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Sale of business (a) | — | | | — | | | — | | | (4.2) | | | — | | | (4.2) | |
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Currency translation adjustment | — | | | 3.4 | | | — | | | — | | | — | | | 3.4 | |
Balance, December 31, 2021 | | | | | | | | | | | |
Goodwill (gross) | $ | 2,067.1 | | | $ | 932.8 | | | $ | 1,355.0 | | | $ | 803.7 | | | $ | 180.7 | | | $ | 5,339.3 | |
Accumulated impairment losses | (609.1) | | | — | | | — | | | (48.7) | | | (114.8) | | | (772.6) | |
Goodwill (net) | $ | 1,458.0 | | | $ | 932.8 | | | $ | 1,355.0 | | | $ | 755.0 | | | $ | 65.9 | | | $ | 4,566.7 | |
(a)In December 2021, the Company completed the WEF Transaction. For additional information, see Note 5.
NOTE 11 — INTANGIBLE ASSETS, NET
Total intangible assets are as follows:
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| December 31, 2021 | | September 30, 2021 |
| Carrying Amount | | Accumulated Amortization | | Net Amount | | Carrying Amount | | Accumulated Amortization | | Net Amount |
Subject to amortization: | | | | | | | | | | | |
Customer relationships | $ | 2,329.6 | | | $ | (818.3) | | | $ | 1,511.3 | | | $ | 2,341.7 | | | $ | (791.7) | | | $ | 1,550.0 | |
Trademarks and brands | 840.6 | | | (314.1) | | | 526.5 | | | 843.0 | | | (303.8) | | | 539.2 | |
Other intangible assets | 3.1 | | | (3.1) | | | — | | | 3.1 | | | (3.1) | | | — | |
| 3,173.3 | | | (1,135.5) | | | 2,037.8 | | | 3,187.8 | | | (1,098.6) | | | 2,089.2 | |
Not subject to amortization: | | | | | | | | | | | |
Trademarks and brands | 1,059.4 | | | — | | | 1,059.4 | | | 1,058.3 | | | — | | | 1,058.3 | |
| $ | 4,232.7 | | | $ | (1,135.5) | | | $ | 3,097.2 | | | $ | 4,246.1 | | | $ | (1,098.6) | | | $ | 3,147.5 | |
In December 2021, the Company completed the WEF Transaction. As a result, the Company recorded a write-off of $8.8 and $1.7 relating to customer relationships, net and trademarks, net, respectively. For additional information on the WEF Transaction, see Note 5.
NOTE 12 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
At December 31, 2021, the Company’s derivative instruments, none of which were designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging,” consisted of:
•commodity and energy futures, swaps and option contracts which relate to inputs that generally will be utilized within the next two years;
•foreign currency forward contracts maturing in the next year that have the effect of hedging currency fluctuations between the Euro and the Pound Sterling;
•interest rate swaps that have the effect of hedging interest payments on debt expected to be issued but not yet priced, including:
◦a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements; and
◦rate-lock interest rate swaps that require lump sum settlements with the first settlement occurring in July 2022 and the last in July 2026;
•pay-fixed, receive-variable interest rate swaps maturing in December 2022 that require monthly settlements and have the effect of hedging forecasted interest payments on BellRing’s variable rate debt; and
•the PHPC Warrants (see Note 3).
In fiscal 2021, the Company restructured four of its rate-lock interest rate swap contracts, which contain non-cash, off-market financing elements. There were no cash settlements paid or received in connection with these restructurings.
During fiscal 2020, the Company changed the designation of its interest rate swap contracts that are used as hedges of forecasted interest payments on BellRing’s variable rate debt from cash flow hedges to non-designated hedging instruments as the swaps were no longer effective (as defined by ASC Topic 815). In connection with the de-designation, the Company started reclassifying losses previously recorded in accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statements of Operations on a straight-line basis over the term of BellRing’s variable rate debt. Mark-to-market adjustments related to these swaps are also included in “Interest expense, net” in the Condensed Consolidated Statements of Operations. At December 31, 2021 and September 30, 2021, the remaining net loss before taxes to be amortized was $6.6 and $7.1, respectively.
The following table shows the notional amounts of derivative instruments held.
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| | December 31, 2021 | | September 30, 2021 |
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Commodity contracts | | $ | 50.5 | | | $ | 59.8 | |
Energy contracts | | 43.3 | | | 45.9 | |
Foreign exchange contracts - Forward contracts | | 5.1 | | | — | |
Interest rate swaps | | 550.0 | | | 550.0 | |
Interest rate swaps - Rate-lock swaps | | 1,549.3 | | | 1,549.3 | |
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PHPC Warrants | | 16.9 | | | 16.9 | |
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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.
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| | Balance Sheet Location | | December 31, 2021 | | September 30, 2021 | | | | |
Asset Derivatives: | | | | | | | | | | |
Commodity contracts | | Prepaid expenses and other current assets | | $ | 19.2 | | | $ | 16.6 | | | | | |
Energy contracts | | Prepaid expenses and other current assets | | 13.8 | | | 20.1 | | | | | |
Commodity contracts | | Other assets | | — | | | 2.9 | | | | | |
Energy contracts | | Other assets | | 3.4 | | | 2.0 | | | | | |
Foreign exchange contracts | | Prepaid expenses and other current assets | | 0.1 | | | — | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Interest rate swaps | | Other assets | | 16.4 | | | 24.2 | | | | | |
| | | | $ | 52.9 | | | $ | 65.8 | | | | | |
| | | | | | | | | | |
Liability Derivatives: | | | | | | | | | | |
Commodity contracts | | Other current liabilities | | $ | 2.3 | | | $ | 2.8 | | | | | |
Energy contracts | | Other current liabilities | | 0.5 | | | — | | | | | |
Energy contracts | | Other liabilities | | 0.1 | | | — | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Interest rate swaps | | Other current liabilities | | 132.8 | | | 129.6 | | | | | |
Interest rate swaps | | Other liabilities | | 270.6 | | | 247.9 | | | | | |
PHPC Warrants | | Other liabilities | | 8.7 | | | 9.2 | | | | | |
| | | | $ | 415.0 | | | $ | 389.5 | | | | | |
The following tables present the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended December 31, 2021 and 2020.
| | | | | | | | | | | | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | Statement of Operations Location | | (Gain) Loss Recognized in Statement of Operations |
| | 2021 | | 2020 |
Commodity contracts | | Cost of goods sold | | $ | (8.8) | | | $ | (7.4) | |
Energy contracts | | Cost of goods sold | | 2.1 | | | (8.0) | |
Foreign exchange contracts | | Selling, general and administrative expenses | | (0.1) | | | 1.5 | |
| | | | | | |
Interest rate swaps | | Interest expense, net | | (0.4) | | | 0.5 | |
Interest rate swaps | | Expense (income) on swaps, net | | |