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, 2022

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.

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 – 58,918,593 shares as of January 30, 2023

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	39
	SIGNATURES	41

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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,
	2022		2021
Net Sales	$	1,566.3	$	1,337.5
Cost of goods sold	1,151.4		1,005.8
Gross Profit	414.9		331.7
Selling, general and administrative expenses	228.7		220.5
Amortization of intangible assets	36.4		36.5
Other operating income, net	(0.1)		(3.5)
Operating Profit	149.9		78.2
Interest expense, net	65.9		82.8
Gain on extinguishment of debt, net	(8.7)		—
(Income) expense on swaps, net	(12.3)		36.9
Gain on investment in BellRing	(5.1)		—
Other income, net	(8.3)		(2.9)
Earnings (Loss) before Income Taxes and Equity Method Loss	118.4		(38.6)
Income tax expense (benefit)	24.7		(12.8)
Equity method loss, net of tax	—		18.6
Net Earnings (Loss) from Continuing Operations, Including Noncontrolling Interests	93.7		(44.4)
Less: Net earnings attributable to noncontrolling interests from continuing operations	1.8		0.3
Net Earnings (Loss) from Continuing Operations	91.9		(44.7)
Net earnings from discontinued operations, net of tax and noncontrolling interest	—		23.9
Net Earnings (Loss)	$	91.9	$	(20.8)
Earnings (Loss) from Continuing Operations per Common Share:
Basic	$	1.66	$	(0.64)
Diluted	$	1.52	$	(0.64)
Earnings from Discontinued Operations per Common Share:
Basic	$	—	$	0.38
Diluted	$	—	$	0.38
Earnings (Loss) per Common Share:
Basic	$	1.66	$	(0.25)
Diluted	$	1.52	$	(0.25)
Weighted-Average Common Shares Outstanding:
Basic	58.8		62.5
Diluted	65.8		62.5

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

1

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)

	Three Months Ended December 31,
	2022		2021
Net Earnings (Loss)	$	91.9	$	(20.8)
Net earnings attributable to noncontrolling interests from continuing operations	1.8		0.3
Net earnings attributable to noncontrolling interest from discontinued operations	—		11.3
Net Earnings (Loss) Including Noncontrolling Interests	93.7		(9.2)
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss)	(1.2)		(0.5)
Hedging adjustments:
Reclassifications to net earnings (loss)	—		0.5
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	117.7		4.9
Tax benefit on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss)	0.3		0.1
Total Other Comprehensive Income Including Noncontrolling Interests	116.8		5.0
Less: Comprehensive income attributable to noncontrolling interests	1.5		11.4
Total Comprehensive Income (Loss)	$	209.0	$	(15.6)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

2

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	December 31, 2022		September 30, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	606.8	$	586.5
Restricted cash	3.1		3.6
Receivables, net	539.1		544.2
Inventories	596.6		549.1
Investment in BellRing	—		94.8
Investments held in trust	348.8		346.8
Prepaid expenses and other current assets	103.0		98.4
Total Current Assets	2,197.4		2,223.4
Property, net	1,756.5		1,751.9
Goodwill	4,416.3		4,349.6
Other intangible assets, net	2,707.2		2,712.2
Other assets	277.6		270.9
Total Assets	$	11,355.0	$	11,308.0
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	1.1	$	1.1
Accounts payable	426.3		452.7
Other current liabilities	360.8		370.0
Total Current Liabilities	788.2		823.8
Long-term debt	5,886.8		5,956.6
Deferred income taxes	691.6		688.4
Other liabilities	240.4		266.9
Total Liabilities	7,607.0		7,735.7
Redeemable noncontrolling interest	308.1		306.6
Shareholders’ Equity
Common stock	0.9		0.9
Additional paid-in capital	4,737.4		4,748.2
Retained earnings	1,201.0		1,109.0
Accumulated other comprehensive loss	(145.8)		(262.9)
Treasury stock, at cost	(2,365.2)		(2,341.2)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,428.3		3,254.0
Noncontrolling interests	11.6		11.7
Total Shareholders’ Equity	3,439.9		3,265.7
Total Liabilities and Shareholders’ Equity	$	11,355.0	$	11,308.0

 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

3

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three Months Ended December 31,
	2022		2021
Cash Flows from Operating Activities
Net earnings (loss) from continuing operations, including noncontrolling interests	$	93.7	$	(44.4)
Adjustments to reconcile net earnings (loss) from continuing operations, including noncontrolling interests, to net cash provided by operating activities:
Depreciation and amortization	92.6		96.4
Unrealized (gain) loss on interest rate swaps, foreign exchange contracts and warrant liabilities, net	(5.8)		35.3
Gain on investment in BellRing	(5.1)		—
Gain on extinguishment of debt, net	(8.7)		—
Non-cash stock-based compensation expense	17.0		14.2
Equity method loss, net of tax	—		18.6
Deferred income taxes	(8.4)		(29.5)
Other, net	0.3		(3.0)
Other changes in operating assets and liabilities, net of held for sale assets and liabilities and divestitures:
Decrease in receivables, net	10.2		40.7
Increase in inventories	(44.6)		(25.6)
Increase in prepaid expenses and other current assets	(8.9)		(2.6)
(Increase) decrease in other assets	(0.2)		5.8
(Decrease) increase in accounts payable and other current liabilities	(39.5)		5.9
Increase in non-current liabilities	5.7		3.4
Net Cash Provided by Operating Activities - continuing operations	98.3		115.2
Net Cash Used in Operating Activities - discontinued operations	—		(9.1)
Net Cash Provided by Operating Activities	98.3		106.1
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired	—		(0.1)
Additions to property	(52.3)		(57.3)
Proceeds from sale of property and assets held for sale	0.1		14.4
Proceeds from sale of business	—		50.1
Investments in partnerships	(0.5)		(3.3)
Other, net	(0.3)		—
Net Cash (Used in) Provided by Investing Activities - continuing operations	(53.0)		3.8
Net Cash Used in Investing Activities - discontinued operations	—		(0.6)
Net Cash (Used in) Provided by Investing Activities	(53.0)		3.2
Cash Flows from Financing Activities
Proceeds from issuance of debt	130.0		500.0
Repayments of debt, net of discounts	(90.7)		—
Premium from issuance of debt	—		17.5
Purchases of treasury stock	(22.0)		(159.0)
Payments of debt issuance costs and deferred financing fees	(1.1)		(3.6)
Distributions from BellRing Brands, Inc., net	—		3.2
Financing portion of cash paid for rate-lock interest rate swaps	(16.3)		—
Other, net	(28.2)		(18.2)
Net Cash (Used in) Provided by Financing Activities - continuing operations	(28.3)		339.9
Net Cash Used in Financing Activities - discontinued operations	—		(112.5)
Net Cash (Used in) Provided by Financing Activities	(28.3)		227.4
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	2.8		(0.8)
Net Increase in Cash, Cash Equivalents and Restricted Cash	19.8		335.9
Cash, Cash Equivalents and Restricted Cash from continuing operations, Beginning of Year	590.1		671.6
Plus: Cash, Cash Equivalents and Restricted Cash from discontinued operations, Beginning of Year	—		152.6
Less: Cash, Cash Equivalents and Restricted Cash from discontinued operations, End of Period	—		30.4
Cash, Cash Equivalents and Restricted Cash from continuing operations, End of Period	$	609.9	$	1,129.7

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). 

4

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)

	As of and for the Three Months Ended December 31,
	2022		2021
Common Stock
Beginning and end of period	$	0.9	$	0.9
Additional Paid-in Capital
Beginning of period	4,748.2		4,253.5
Activity under stock and deferred compensation plans	(27.8)		(17.7)
Non-cash stock-based compensation expense	17.0		11.9
End of period	4,737.4		4,247.7
Retained Earnings
Beginning of period	1,109.0		347.3
Net earnings (loss)	91.9		(20.8)
Post Holdings Partnering Corporation deemed dividend	0.1		0.1
End of period	1,201.0		326.6
Accumulated Other Comprehensive Loss
Retirement Benefit Adjustments, net of tax
Beginning of period	(29.7)		(10.9)
Net change in retirement benefits, net of tax	(0.9)		(0.4)
End of period	(30.6)		(11.3)
Hedging Adjustments, net of tax
Beginning of period	74.8		71.4
Net change in hedges, net of tax	—		0.4
End of period	74.8		71.8
Foreign Currency Translation Adjustments
Beginning of period	(308.0)		(17.6)
Foreign currency translation adjustments	118.0		5.2
End of period	(190.0)		(12.4)
Treasury Stock
Beginning of period	(2,341.2)		(1,902.2)
Purchases of treasury stock	(24.0)		(155.0)
End of period	(2,365.2)		(2,057.2)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,428.3		2,566.1
Noncontrolling Interests
Beginning of period	11.7		11.8
Net earnings attributable to noncontrolling interests	0.2		11.5
Purchases of treasury stock	—		(18.1)
Activity under stock and deferred compensation plans	—		(1.0)
Non-cash stock-based compensation expense	—		1.5
Net change in hedges, net of tax	—		0.1
Foreign currency translation adjustments	(0.3)		(0.3)
End of period	11.6		5.5
Total Shareholders’ Equity	$	3,439.9	$	2,571.6

 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). 

5

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”). 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 Statement of Operations and Condensed Consolidated Statement 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.

NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS

The 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.

NOTE 3 — 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.

6

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 $0.1 and $2.5 during the three months ended December 31, 2022 and 2021, 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 $2.0 during the three months ended December 31, 2021, which were included in “Net earnings from discontinued operations, net of tax and noncontrolling interest” in the Condensed Consolidated Statement of Operations. These expenses generally included third party costs for advisory services, fees charged by other service providers and government filing fees.

On March 17, 2022, the Company utilized proceeds received in connection with the BellRing Spin-off to redeem a portion of Post’s existing 5.75% senior notes (see Note 15).

The following is a summary of BellRing’s net assets as of March 10, 2022.

Total Assets	$	633.0
Less: Total Liabilities	1,064.6
BellRing Net Assets	$	(431.6)

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 Statement of Operations and Condensed Consolidated Statement of Cash Flows.

The following table presents the components of net earnings from discontinued operations during the three months ended December 31, 2021.

Net Sales	$	306.3
Cost of goods sold	214.0
Gross Profit	92.3
Selling, general and administrative expenses	36.8
Amortization of intangible assets	4.9
Operating Profit	50.6
Interest expense, net	8.4
Earnings from Discontinued Operations before Income Taxes	42.2
Income tax expense	7.0
Net Earnings from Discontinued Operations, Including Noncontrolling Interest	35.2
Less: Net earnings attributable to noncontrolling interest from discontinued operations	11.3
Net Earnings from Discontinued Operations, net of tax and noncontrolling interest	$	23.9

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NOTE 4 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS

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 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. The PHPC Units, PHPC Series A Common Stock and PHPC Warrants each trade on the New York Stock Exchange under the ticker symbols “PSPC.U”, “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is required to consummate a partnering transaction by May 28, 2023 (which may be extended to August 28, 2023 in certain circumstances).

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 are identical to the PHPC Units sold in the PHPC IPO, except that, with respect to the warrants underlying the PHPC Private Placement Units (the “PHPC Private Placement Warrants”) that are held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the PHPC Warrants are called for redemption and a certain price per share of PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and exercisable by holders on the same basis as the PHPC Warrants.

In addition, the Company, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC, $0.0001 par value per share, has certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s certificate of incorporation.

In connection with the completion of the PHPC IPO, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), providing for the purchase by PHPC Sponsor, at the election of PHPC, of up to 10.0 million units of PHPC (the “PHPC Forward Purchase Units”), subject to the terms and conditions of the Forward Purchase Agreement, with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock, $0.0001 par value per share, and one-third of one warrant to purchase one share of PHPC Series A Common Stock, for a purchase price of $10.00 per PHPC Forward Purchase Unit, in an aggregate amount of up to $100.0 in a private placement to occur concurrently with the closing of PHPC’s partnering transaction.

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. At December 31, 2022 and September 30, 2022, there was $348.8 and $346.8, respectively, 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 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 earnings 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 December 31, 2022 and September 30, 2022, the carrying amount of the redeemable NCI was recorded at its redemption value of $308.1 and $306.6,

8

respectively. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend and are recorded to “Retained earnings” on the Condensed Consolidated Balance Sheets.

In connection with the PHPC IPO, PHPC incurred offering costs of $17.9, of which $10.7 were deferred underwriting commissions that will become payable to the underwriters solely in the event that PHPC completes a partnering transaction and were included in “Other current liabilities” on the Condensed Consolidated Balance Sheets at both December 31, 2022 and September 30, 2022.

As of both December 31, 2022 and September 30, 2022, 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, representing the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation.

The following table summarizes the effects of changes in the Company’s redeemable NCI on the Company’s equity.

	Three Months Ended December 31,
	2022		2021
Net earnings attributable to redeemable NCI	$	1.6	$	0.1
Redemption value adjustment	(1.5)		—
PHPC deemed dividend	$	0.1	$	0.1

The following table summarizes the changes to the Company’s redeemable NCI.

	As of and for the Three Months Ended December 31,
	2022		2021
Beginning of period	$	306.6	$	305.0
Net earnings attributable to redeemable NCI	1.6		0.1
PHPC deemed dividend	(0.1)		(0.1)
End of period	$	308.1	$	305.0

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 December 31, 2022 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 months ended December 31, 2022.

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The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue for the three months ended December 31, 2021.

Net loss attributable to 8th Avenue common shareholders	$	(27.7)
	60.5		%
Equity method loss attributable to Post	$	(16.8)
Less: Amortization of basis difference, net of tax (a)	1.7
Equity method loss, net of tax	$	(18.5)

(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.

Summarized financial information of 8th Avenue for the three months ended December 31, 2021 is presented in the following table.

Net sales	$	259.6
Gross profit	$	28.0
Net loss	$	(18.0)
Less: Preferred stock dividend	9.7
Net loss attributable to 8th Avenue common shareholders	$	(27.7)

The Company provides services to 8th Avenue under a master services agreement (the “MSA”), as well as certain advisory services for a fee. The Company recorded MSA and advisory income of $0.8 and $1.0 during the three months ended December 31, 2022 and 2021, respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

During the three months ended December 31, 2022 and 2021, the Company had net sales to 8th Avenue of $2.4 and $1.4, respectively, and purchases from and royalties paid to 8th Avenue of $23.3 and $29.5, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The Company had current receivables, current payables and a long-term liability with 8th Avenue of $6.5, $16.6 and $0.7, respectively, at December 31, 2022 and $4.4, $26.1 and $0.7, respectively, at September 30, 2022. The current receivables, current payables and long-term liability were included in “Receivables, net,” “Accounts payable” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets and related to MSA fees, pass through charges owed by 8th Avenue to the Company, related party sales and purchases and tax indemnification liabilities.

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 Sheet (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 December 31, 2022.

The Company recognized a gain on its Investment in BellRing of $5.1 during the three months ended December 31, 2022, which was recorded in “Gain on investment in BellRing” in the Condensed Consolidated Statement of Operations. No deferred income taxes were recorded with respect to the non-cash mark-to-market adjustments on the Company’s Investment in

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BellRing as of December 31, 2022 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.

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% 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 $0.1 for the three months ended December 31, 2022 and 2021, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $4.3 and $4.1 at December 31, 2022 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 $0.5 and $0.4 at December 31, 2022 and September 30, 2022, respectively, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.

NOTE 5 — 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.

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 ready-to-drink (“RTD”) 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 the next three years with a maximum cash payout of £3.5 million. Lacka Foods is reported in the Weetabix segment (see Note 19). The results of operations for the Lacka Foods acquisition were immaterial for purposes of presenting unaudited pro forma information.

NOTE 6 — 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 both December 31, 2022 and September 30, 2022. As a result of the WEF Transaction, during the three months ended December 31, 2021, the Company recorded a net loss on sale of business of $6.7, which was reported as “Other operating income, net” in the Condensed Consolidated Statement of Operations. During fiscal 2022, the Company recorded a favorable working capital adjustment of $0.4, resulting in a final net loss on sale of business of $6.3. Subsequent to the WEF Transaction, Willamette Egg Farms was no longer consolidated in the Company’s financial statements. Prior to the WEF Transaction, Willamette Egg Farms’ operating results were reported in the Refrigerated Retail segment.

Amounts Held For Sale

The Company 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 three months ended December 31, 2021, 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, net” in the Condensed Consolidated Statement of Operations. There were no held for sale gains or losses recorded in the three months ended December 31, 2022.

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NOTE 7 — INCOME TAXES

The effective income tax rate was 20.9% and 33.2% for the three months ended December 31, 2022 and 2021, respectively. In accordance with ASC Topic 740, “Income Taxes,” the Company records income taxes 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, 2022, the effective income tax rate differed from the statutory rate primarily as a result of $5.0 of discrete tax benefit items related to excess tax benefits for share-based payments.

In the three months ended December 31, 2021, the effective income tax rate differed 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 $2.0 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 4.

NOTE 8 — EARNINGS (LOSS) PER SHARE

In accordance with ASC Topic 260, “Earnings Per Share,” the Company has presented basic and diluted earnings (loss) per share for both continuing and discontinued operations. Basic earnings (loss) per share is based on the average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method and convertible senior notes using the “if converted” method.

Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend (see Note 4). The Company has made an election to treat the portion of the deemed dividend that exceeds fair value as an adjustment to income available to common shareholders for basic and diluted earnings (loss) from continuing operations per share. In addition, 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 (loss) from continuing operations was utilized as the “control number” to determine whether potential shares of common stock were dilutive or anti-dilutive.

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The following table sets forth the computation of basic and diluted earnings (loss) per share for both continuing and discontinued operations.

	Three Months Ended December 31,
	2022		2021
Net Earnings (Loss) from Continuing Operations
Net earnings (loss) from continuing operations	$	91.9	$	(44.7)
Impact of redeemable NCI	5.7		4.9
Net earnings (loss) from continuing operations for basic earnings (loss) per share	$	97.6	$	(39.8)
Impact of interest expense, net of tax, related to convertible senior notes	2.7		—
Net earnings (loss) from continuing operations for diluted earnings (loss) per share	$	100.3	$	(39.8)
Net Earnings from Discontinued Operations
Net earnings from discontinued operations for basic earnings per share	$	—	$	23.9
Dilutive impact of Old BellRing net earnings from discontinued operations	—		—
Net earnings from discontinued operations for diluted earnings per share	$	—	$	23.9
Net Earnings (Loss)
Net earnings (loss) for basic earnings (loss) per share	$	97.6	$	(15.9)
Net earnings (loss) for diluted earnings (loss) per share	$	100.3	$	(15.9)
shares in millions
Weighted-average shares for basic earnings (loss) per share	58.8		62.5
Effect of dilutive securities:
Stock options	0.4		—
Restricted stock units	0.7		—
Market-based performance restricted stock units	0.4		—
Earnings-based performance restricted stock units	0.1		—
Shares issuable upon conversion of convertible senior notes	5.4		—
Total dilutive securities	7.0		—
Weighted-average shares for diluted earnings (loss) per share	65.8		62.5
Earnings (Loss) from Continuing Operations per Common Share:
Basic	$	1.66	$	(0.64)
Diluted	$	1.52	$	(0.64)
Earnings from Discontinued Operations per Common Share:
Basic	$	—	$	0.38
Diluted	$	—	$	0.38
Earnings (Loss) per Common Share:
Basic	$	1.66	$	(0.25)
Diluted	$	1.52	$	(0.25)

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The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings (loss) per share for both continuing and discontinued operations as they were anti-dilutive.

	Three Months Ended December 31,
shares in millions	2022	2021
Stock options	—	0.8
Stock appreciation rights	—	0.1
Restricted stock units	0.2	0.8
Market-based performance restricted stock units	0.2	0.1

NOTE 9 — INVENTORIES

	December 31, 2022		September 30, 2022
Raw materials and supplies	$	129.7	$	130.9
Work in process	25.6		21.1
Finished products	406.9		361.9
Flocks	34.4		35.2
	$	596.6	$	549.1

NOTE 10 — PROPERTY, NET

	December 31, 2022		September 30, 2022
Property, at cost	$	3,338.0	$	3,269.3
Accumulated depreciation	(1,581.5)		(1,517.4)
	$	1,756.5	$	1,751.9

NOTE 11 — 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
Currency translation adjustment	—		66.7		—		—		66.7
Balance, December 31, 2022
Goodwill (gross)	$	2,066.8	$	848.3	$	1,355.3	$	803.7	$	5,074.1
Accumulated impairment losses	(609.1)		—		—		(48.7)		(657.8)
Goodwill (net)	$	1,457.7	$	848.3	$	1,355.3	$	755.0	$	4,416.3

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NOTE 12 — INTANGIBLE ASSETS, NET

    Total intangible assets are as follows:

	December 31, 2022						September 30, 2022
	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Subject to amortization:
Customer relationships	$	2,143.2	$	(847.6)	$	1,295.6	$	2,129.7	$	(816.4)	$	1,313.3
Trademarks and brands	650.5		(269.8)		380.7		647.7		(260.4)		387.3
	2,793.7		(1,117.4)		1,676.3		2,777.4		(1,076.8)		1,700.6
Not subject to amortization:
Trademarks and brands	1,030.9		—		1,030.9		1,011.6		—		1,011.6
	$	3,824.6	$	(1,117.4)	$	2,707.2	$	3,789.0	$	(1,076.8)	$	2,712.2

NOTE 13 — 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 December 31, 2022, the Company’s derivative instruments, none of which were designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging,” consisted of:

•commodity and energy futures, swaps and option contracts which relate to inputs that generally will be utilized within the next two years;

•foreign currency forward contracts maturing in the next year that have the effect of hedging currency fluctuations between the Euro and the Pound Sterling and between the U.S. Dollar 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:

◦rate-lock interest rate swaps that require lump sum settlements with the first settlement occurring in July 2023 and the last in July 2026; and

◦an interest rate swap that matures in June 2023 and gives the Company the option of pay-variable, receive-fixed lump sum settlements; and

•the PHPC Warrants (see Note 4).

In fiscal 2023, the Company paid $16.3 in connection with the termination of $208.9 notional value of its rate-lock swap contracts and received cash proceeds of $6.7 in connection with the termination of its interest rate swap contract with a $200.0 notional value.

The following table presents the notional amounts of derivative instruments held.

	December 31, 2022		September 30, 2022
Commodity contracts	$	178.5	$	145.0
Energy contracts	20.7		23.7
Foreign exchange contracts - Forward contracts	19.5		3.2
Interest rate swap	—		200.0
Interest rate swaps - Rate-lock swaps	640.4		849.3
Interest rate swap - Option	332.6		332.6
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.

	Balance Sheet Location	December 31, 2022	September 30, 2022
Asset Derivatives:
Commodity contracts