Post(POST) - 2021 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including statements of operations, comprehensive income (loss), balance sheets, cash flows, and shareholders' equity, along with detailed notes explaining the basis of presentation, accounting standards, business combinations, debt, and other financial details for the periods ended March 31, 2021 and 2020 Condensed Consolidated Statements of Operations (Unaudited) This section provides a summary of the company's net sales, gross profit, operating profit, and net earnings for the specified periods Condensed Consolidated Statements of Operations (Unaudited) – Key Metrics | Metric (in millions, except per share data) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :---------------------------------------- | :---------------------------------- | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net Sales | $1,483.3 | $1,494.2 | $2,941.3 | $2,951.0 | | Gross Profit | $451.0 | $438.8 | $906.4 | $910.3 | | Operating Profit | $145.1 | $153.5 | $311.4 | $349.5 | | Net Earnings (Loss) | $109.9 | $(191.4) | $191.1 | $(92.2) | | Basic Earnings (Loss) per Common Share | $1.71 | $(2.76) | $2.94 | $(1.32) | | Diluted Earnings (Loss) per Common Share | $1.69 | $(2.76) | $2.90 | $(1.32) | - Net Sales decreased by 1% for the three months ended March 31, 2021, and remained relatively flat for the six months ended March 31, 2021, compared to the prior year periods. Operating Profit decreased by 5% and 11% for the three and six months, respectively. Net Earnings significantly improved from a loss in the prior year to a gain in both periods of 2021[7] Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) This section details the company's comprehensive income or loss, including net earnings and other comprehensive income components Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Key Metrics | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :------------------------------------------------- | :---------------------------------- | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net Earnings (Loss) Including Noncontrolling Interests | $110.8 | $(185.8) | $201.8 | $(78.7) | | Total Other Comprehensive Income (Loss) Including Noncontrolling Interests | $14.4 | $(68.2) | $116.3 | $27.3 | | Total Comprehensive Income (Loss) | $124.4 | $(256.1) | $307.2 | $(61.9) | - Total Comprehensive Income (Loss) significantly improved from a loss of $(256.1) million in the three months ended March 31, 2020, to a gain of $124.4 million in the same period of 2021, primarily driven by the improvement in Net Earnings and a positive shift in foreign currency translation adjustments[9] Condensed Consolidated Balance Sheets (Unaudited) This section presents the company's financial position, including assets, liabilities, and shareholders' equity at specific dates Condensed Consolidated Balance Sheets (Unaudited) – Key Metrics | Metric (in millions) | March 31, 2021 | September 30, 2020 | | :------------------------------- | :------------- | :----------------- | | Total Current Assets | $2,065.5 | $2,287.8 | | Total Assets | $12,141.0 | $12,146.7 | | Total Current Liabilities | $890.1 | $974.4 | | Long-term debt | $6,981.0 | $6,959.0 | | Total Liabilities | $9,254.0 | $9,317.7 | | Total Shareholders' Equity | $2,887.0 | $2,829.0 | - Total Assets remained stable at $12,141.0 million as of March 31, 2021, compared to $12,146.7 million at September 30, 2020. Total Current Assets decreased, while Total Shareholders' Equity saw a slight increase[12] Condensed Consolidated Statements of Cash Flows (Unaudited) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) – Key Metrics | Metric (in millions) | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Net Cash Provided by Operating Activities | $162.3 | $89.0 | | Net Cash Used in Investing Activities | $(256.5) | $(62.4) | | Net Cash (Used in) Provided by Financing Activities | $(362.7) | $115.9 | | Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | $(450.8) | $142.1 | - Net cash provided by operating activities increased significantly to $162.3 million for the six months ended March 31, 2021, from $89.0 million in the prior year. However, cash used in investing activities increased substantially due to business acquisitions, and financing activities shifted from providing cash to using cash, resulting in a net decrease in cash[13] Condensed Consolidated Statements of Shareholders' Equity (Unaudited) This section details changes in the company's shareholders' equity, including retained earnings and comprehensive loss Condensed Consolidated Statements of Shareholders' Equity (Unaudited) – Key Metrics | Metric (in millions) | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Additional Paid-in Capital (End of period) | $4,237.7 | $4,207.0 |\ | Retained Earnings (End of period) | $399.7 | $115.6 |\ | Accumulated Other Comprehensive Loss (End of period) | $86.8 | $(162.1) |\n| Treasury Stock (End of period) | $(1,823.8) | $(1,349.8) |\ | Total Shareholders' Equity | $2,887.0 | $2,865.2 | - Retained earnings increased significantly from $115.6 million to $399.7 million for the six months ended March 31, 2021, primarily due to net earnings. Accumulated Other Comprehensive Loss also saw a substantial positive shift, while treasury stock purchases increased[14] Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1 — BASIS OF PRESENTATION This note explains the accounting principles and rules used in preparing the unaudited interim financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules, consistent with the prior fiscal year's audited statements, and include all necessary adjustments for fair statement of interim results[15][16] NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS This note discusses the impact and evaluation of new accounting standards on the company's financial reporting - The Company is evaluating ASU 2020-04 (Reference Rate Reform) for its debt and hedging relationships. The adoption of ASU 2016-13 (Credit Losses) on October 1, 2020, did not have a material impact on the consolidated financial statements[18][19] NOTE 3 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS This note details the company's noncontrolling interests, equity investments, and transactions with related parties - Post Holdings, Inc. controls BellRing Brands, Inc. with 71.2% of BellRing LLC units and 67% of voting power, leading to full consolidation of BellRing's financials. The remaining 28.8% is allocated to noncontrolling interest[21][23] 8th Avenue Equity Method Loss (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | 8th Avenue's net loss available to common shareholders | $(8.5) | $(15.2) | $(18.7) | $(23.9) | | Equity method loss available to Post | $(5.1) | $(9.2) | $(11.3) | $(14.5) | | Equity method loss, net of tax | $(6.8) | $(10.9) | $(14.7) | $(17.9) | - The Company holds a 60.5% common equity interest in 8th Avenue Food & Provisions, Inc., accounted for using the equity method due to significant influence but not controlling voting interest. 8th Avenue reported a net loss available to common shareholders of $(8.5) million for the three months ended March 31, 2021[25][26] - The Company also holds equity interests in Alpen (50% common stock, equity method) and Weetabix East Africa (50.1% controlling interest, fully consolidated)[30][31][32] NOTE 4 — BUSINESS COMBINATIONS This note describes recent acquisitions, their financial impact, and the preliminary allocation of purchase prices - In fiscal 2021, Post Holdings acquired the Peter Pan nut butter brand for $102.0 million and Almark Foods business for $52.0 million, using cash on hand. Peter Pan is reported in Post Consumer Brands, and Almark in Foodservice[34][35] Fiscal 2021 Acquisitions – Net Sales and Operating Profit Contribution (in millions) | Acquisition | Three Months Ended March 31, 2021 Net Sales | Three Months Ended March 31, 2021 Operating Profit | | :---------- | :---------------------------------------- | :----------------------------------------------- | | Peter Pan | $17.4 | $3.5 | | Almark | $14.4 | $0.1 | Preliminary Purchase Price Allocation for Peter Pan and Almark (in millions) | Asset/Liability | Peter Pan | Almark | | :------------------------ | :-------- | :----- | | Goodwill | $55.1 | $19.7 | | Other intangible assets | $67.0 | $19.5 | | Total acquisition cost | $101.4 | $51.3 | - In fiscal 2020, the Company acquired Henningsen Foods, Inc. for $20.0 million, recognizing an initial gain on bargain purchase of $11.7 million. Subsequent measurement period adjustments in fiscal 2021 resulted in an additional gain of $2.2 million for the three months ended March 31, 2021[40] Unaudited Pro Forma Information (in millions, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Pro forma net sales | $1,494.3 | $1,549.9 | $2,985.9 | $3,060.4 | | Pro forma net earnings (loss) available to common shareholders | $110.5 | $(188.0) | $191.9 | $(94.1) | | Pro forma diluted earnings (loss) per common share | $1.70 | $(2.71) | $2.91 | $(1.34) | NOTE 5 — RESTRUCTURING This note outlines the details of the company's restructuring plan, including charges incurred and remaining liabilities - BellRing initiated a restructuring plan in October 2020, expected to be completed by June 30, 2021, involving office closures and downsizing. Total restructuring charges incurred to date are $4.8 million for the six months ended March 31, 2021[43][44] Restructuring Charges and Liabilities (in millions) | Metric | Amount | | :---------------------------- | :----- | | Balance, September 30, 2020 | $— | | Charge to expense | $4.8 | | Cash payments | $(3.7) |\ | Balance, March 31, 2021 | $1.1 |\ | Total expected restructuring charges | $4.9 |\ | Cumulative restructuring charges incurred to date | $4.8 |\ | Remaining expected restructuring charges | $0.1 | NOTE 6 — AMOUNTS HELD FOR SALE This note reports on assets classified as held for sale and the gains or losses recognized from their disposal - The Company sold its Clinton Plant, Asheboro Facility, and Corby Facility in November 2020 and February 2021. A net gain of $0.5 million on assets held for sale was recorded for the six months ended March 31, 2021[45][46] NOTE 7 — EARNINGS (LOSS) PER SHARE This note presents the calculation of basic and diluted earnings per share, including the impact of dilutive securities Basic and Diluted Earnings (Loss) Per Share (in millions, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net earnings (loss) for basic EPS | $109.9 | $(191.4) | $191.1 | $(92.2) | | Basic earnings (loss) per common share | $1.71 | $(2.76) | $2.94 | $(1.32) | | Diluted earnings (loss) per common share | $1.69 | $(2.76) | $2.90 | $(1.32) | | Weighted-average shares for diluted EPS | 65.1 | 69.3 | 66.0 | 70.0 | - Diluted EPS significantly improved to $1.69 for the three months ended March 31, 2021, from a loss of $(2.76) in the prior year, reflecting the improvement in net earnings. Dilutive securities include stock options, stock appreciation rights, and restricted stock units[49] NOTE 8 — INVENTORIES This note provides a breakdown of inventory components and their changes over the reporting periods Inventories (in millions) | Category | March 31, 2021 | September 30, 2020 | | :-------------------- | :------------- | :----------------- | | Raw materials and supplies | $112.3 | $118.1 | | Work in process | $19.7 | $17.8 | | Finished products | $471.7 | $429.4 | | Flocks | $36.0 | $34.1 | | Total | $639.7 | $599.4 | - Total inventories increased to $639.7 million at March 31, 2021, from $599.4 million at September 30, 2020, primarily driven by an increase in finished products[51] NOTE 9 — PROPERTY, NET This note details the company's property, plant, and equipment, including cost and accumulated depreciation Property, Net (in millions) | Category | March 31, 2021 | September 30, 2020 | | :---------------------- | :------------- | :----------------- | | Property, at cost | $3,073.3 | $2,979.2 | | Accumulated depreciation | $(1,296.7) | $(1,199.5) | | Property, net | $1,776.6 | $1,779.7 | - Net property remained stable at $1,776.6 million as of March 31, 2021, with an increase in property at cost offset by higher accumulated depreciation[52] NOTE 10 — GOODWILL This note presents the carrying amount of goodwill by segment and explains changes due to acquisitions and currency adjustments Goodwill by Segment (in millions) | Segment | September 30, 2020 | March 31, 2021 | | :-------------------------- | :----------------- | :------------- | | Post Consumer Brands | $1,402.7 | $1,458.0 | | Weetabix | $889.5 | $950.5 | | Foodservice | $1,335.6 | $1,355.3 | | Refrigerated Retail | $744.9 | $744.9 | | BellRing Brands | $65.9 | $65.9 | | Total Goodwill (net) | $4,438.6 | $4,574.6 | - Goodwill increased by $136.0 million to $4,574.6 million at March 31, 2021, primarily due to $74.8 million in goodwill acquired from Peter Pan and Almark acquisitions, and a $61.2 million currency translation adjustment[54] NOTE 11 — INTANGIBLE ASSETS, NET This note provides a breakdown of intangible assets, distinguishing between those subject to and not subject to amortization Intangible Assets, Net (in millions) | Category | March 31, 2021 Net Amount | September 30, 2020 Net Amount | | :------------------------ | :------------------------ | :---------------------------- | | Subject to amortization: | | | | Customer relationships | $1,593.3 | $1,622.9 | | Trademarks and brands | $556.4 | $528.1 | | Not subject to amortization: | | | | Trademarks and brands | $1,064.5 | $1,046.5 | | Total | $3,214.2 | $3,197.5 | - Total intangible assets, net, increased slightly to $3,214.2 million. BellRing recorded accelerated amortization of $17.7 million for the three months ended March 31, 2021, related to the discontinuance of the Supreme Protein brand[55] NOTE 12 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING This note describes the company's use of derivative instruments to manage various market risks and their fair value - The Company uses derivative financial instruments (futures, options, forwards, swaps) to manage commodity price, interest rate, and foreign currency exchange rate risks, not for speculative purposes[56] Notional Amounts of Derivative Instruments Held (in millions) | Instrument | March 31, 2021 | September 30, 2020 | | :-------------------------- | :------------- | :----------------- | | Commodity contracts | $36.7 | $24.7 | | Energy contracts | $65.9 | $87.1 | | Foreign exchange contracts | $20.9 | $28.9 | | Interest rate swaps | $620.9 | $621.7 | | Interest rate swaps - Rate-lock swaps | $1,609.8 | $1,666.0 | | Interest rate swaps - Options | $433.3 | $433.3 | Fair Value of Derivative Instruments (in millions) | Category | March 31, 2021 | September 30, 2020 | | :---------------- | :------------- | :----------------- | | Asset Derivatives | $63.5 | $14.7 | | Liability Derivatives | $317.9 | $543.1 | - The Company recognized net gains of $185.6 million and $227.2 million for the three and six months ended March 31, 2021, respectively, related to mark-to-market adjustments on non-designated interest rate swaps, a significant reversal from prior year losses[68][72] - Accumulated OCI included a $91.3 million net gain on hedging instruments before taxes at March 31, 2021, with approximately $2.3 million of net hedging losses expected to be reclassified into earnings within the next 12 months[76] NOTE 13 — FAIR VALUE MEASUREMENTS This note provides information on assets and liabilities measured at fair value, categorized by valuation input levels Assets and Liabilities Measured at Fair Value on a Recurring Basis (in millions) | Category | March 31, 2021 Total | March 31, 2021 Level 1 | March 31, 2021 Level 2 | September 30, 2020 Total | September 30, 2020 Level 1 | September 30, 2020 Level 2 | | :---------------------------- | :------------------- | :--------------------- | :--------------------- | :----------------------- | :------------------------- | :------------------------- | | Assets: | | | | | | | | Deferred compensation investments | $14.8 | $14.8 | $— | $12.8 | $12.8 | $— | | Derivative assets | $63.5 | $— | $63.5 | $14.7 | $— | $14.7 | | Equity securities | $46.7 | $46.7 | $— | $27.9 | $27.9 | $— | | Liabilities: | | | | | | | | Deferred compensation liabilities | $34.0 | $— | $34.0 | $29.7 | $— | $29.7 | | Derivative liabilities | $317.9 | $— | $317.9 | $543.1 | $— | $543.1 | - The fair value of the Company's debt (excluding municipal bond and BellRing Revolving Credit Facility) was $7,216.5 million at March 31, 2021, compared to $7,277.8 million at September 30, 2020[81] - Assets held for sale, such as the Clinton Plant, Asheboro Facility, and Corby Facility, were measured at fair value on a non-recurring basis (Level 3) and were fully disposed of by March 31, 2021[83][84] NOTE 14 — COMMITMENTS AND CONTINGENCIES This note discloses the company's legal proceedings, environmental matters, and other significant commitments - MFI (a subsidiary) has resolved most antitrust claims related to shell eggs and egg products, but remains a defendant for egg product purchases by three opt-out plaintiffs. The Company has accrued $3.5 million for this matter at March 31, 2021 and September 30, 2020[87][88][91] - Management believes the ultimate liability from other legal proceedings and compliance matters is not expected to be material to the consolidated financial condition, results of operations, or cash flows[93] NOTE 15 — LEASES This note details the company's lease agreements, including right-of-use assets, lease liabilities, and related expenses - The Company primarily uses operating lease agreements for office space, warehouses, and equipment, with remaining terms ranging from less than 1 year to 56 years. The weighted average remaining lease term was approximately 9 years at March 31, 2021[94] Operating Lease Liabilities (in millions) | Category | March 31, 2021 | September 30, 2020 | | :---------------------- | :------------- | :----------------- | | ROU assets (Other assets) | $141.1 | $116.3 | | Total lease liabilities | $156.0 | $126.6 | Operating Lease Expense (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :---------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Operating lease expense | $11.0 | $10.1 | $21.4 | $21.1 | - Operating cash flows for lease liabilities were $15.3 million for the six months ended March 31, 2021. ROU assets obtained in exchange for operating lease liabilities were $36.6 million, with $32.9 million related to the Almark acquisition[100] NOTE 16 — LONG-TERM DEBT This note provides a comprehensive overview of the company's long-term debt, including new issuances, repayments, and covenant compliance Long-Term Debt (in millions) | Debt Instrument | March 31, 2021 | September 30, 2020 | | :------------------------------------ | :------------- | :----------------- | | 4.50% Senior Notes maturing Sep 2031 | $1,800.0 | $— | | 4.625% Senior Notes maturing Apr 2030 | $1,650.0 | $1,650.0 | | 5.00% Senior Notes maturing Aug 2026 | $— | $1,697.3 | | BellRing Term B Facility | $627.4 | $673.7 | | Total long-term debt | $6,981.0 | $6,959.0 | - On March 10, 2021, the Company issued $1,800.0 million of 4.50% senior notes maturing in September 2031, using the proceeds to redeem the outstanding 5.00% senior notes[102] - BellRing amended its credit agreement on February 26, 2021, refinancing its Term B Facility and reducing the interest rate margin by 100 basis points. BellRing repaid $28.8 million on its Term B Facility as a mandatory prepayment from fiscal 2020 excess cash flow[110][112] Loss on Extinguishment and Refinancing of Debt, Net (in millions) | Period | Principal Amount Repaid | Debt Premiums and Refinancing Fees Paid | Write-off of Debt Issuance Costs and Deferred Financing Fees | | :----------------------------------- | :---------------------- | :-------------------------------------- | :----------------------------------------------------------- | | Three Months Ended March 31, 2021 | $1,757.1 | $75.8 | $18.9 | | Six Months Ended March 31, 2021 | $1,794.6 | $75.8 | $18.9 | - The Company recognized a $94.7 million loss on extinguishment and refinancing of debt for both the three and six months ended March 31, 2021, primarily from the repayment of 5.00% senior notes and BellRing's credit agreement amendment[119][120] - The Company and BellRing were in compliance with their respective debt covenants as of March 31, 2021[121][123] NOTE 17 — PENSION AND OTHER POSTRETIREMENT BENEFITS This note provides details on the company's defined benefit pension and postretirement plans, including net periodic benefit costs - The Company maintains qualified defined benefit plans and postretirement benefit plans. Net periodic benefit cost for North America pension plans was $0.8 million for the three months ended March 31, 2021, and $1.5 million for the six months[125][127] Net Periodic Benefit Cost (Gain) for Pension Plans (in millions) | Metric (North America) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Service cost | $1.0 | $1.0 | $1.9 | $2.1 | | Net periodic benefit cost | $0.8 | $0.8 | $1.5 | $1.7 | | Metric (Other International)| | | | | | Net periodic benefit gain | $(2.4) | $(2.5) | $(4.6) | $(5.0) | NOTE 18 — SHAREHOLDERS' EQUITY This note outlines changes in shareholders' equity, including common stock repurchases and related transactions Common Stock Repurchases | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Shares repurchased (in millions) | 1.6 | 2.0 | 3.3 | 4.2 | | Average price per share | $98.29 | $101.77 | $95.78 | $102.40 | | Total cost (in millions) | $155.4 | $206.0 | $315.3 | $429.1 | - The Company repurchased 3.3 million shares of common stock for $315.3 million during the six months ended March 31, 2021. Additionally, $47.5 million was received from the settlement of a structured share repurchase contract entered into in fiscal 2020[130][131] NOTE 19 — SEGMENTS This note provides financial information by reportable segment, including net sales, segment profit, and total assets - The Company operates in five reportable segments: Post Consumer Brands, Weetabix, Foodservice, Refrigerated Retail, and BellRing Brands. Segment performance is evaluated based on segment profit, which for most segments is earnings/loss before income taxes and equity method earnings/loss, adjusted for certain items[132][133] Net Sales by Segment (in millions) | Segment | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Post Consumer Brands | $479.9 | $507.9 | $924.9 | $949.1 | | Weetabix | $113.4 | $113.4 | $226.9 | $214.9 | | Foodservice | $369.2 | $378.4 | $723.7 | $799.0 | | Refrigerated Retail | $239.5 | $237.6 | $502.6 | $487.5 | | BellRing Brands | $282.1 | $257.5 | $564.5 | $501.5 | | Total | $1,483.3 | $1,494.2 | $2,941.3 | $2,951.0 | Segment Profit (in millions) | Segment | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Post Consumer Brands | $91.8 | $92.4 | $162.3 | $173.0 | | Weetabix | $25.9 | $28.0 | $54.0 | $51.7 | | Foodservice | $8.8 | $23.8 | $19.6 | $70.8 | | Refrigerated Retail | $24.2 | $30.2 | $57.9 | $56.2 | | BellRing Brands | $15.6 | $35.1 | $63.4 | $84.4 | | Total segment profit | $166.3 | $209.5 | $357.2 | $436.1 | Total Assets by Segment (in millions) | Segment | March 31, 2021 | September 30, 2020 | | :------------------------------ | :------------- | :----------------- | | Post Consumer Brands | $3,407.9 | $3,291.7 | | Weetabix | $1,983.3 | $1,864.5 | | Foodservice and Refrigerated Retail | $5,096.9 | $5,022.0 | | BellRing Brands | $639.2 | $653.5 | | Corporate | $1,013.7 | $1,315.0 | | Total | $12,141.0 | $12,146.7 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion of the Company's consolidated operating results, financial condition, liquidity, and capital resources, highlighting key factors, segment performance, and the impact of the COVID-19 pandemic OVERVIEW This section provides a high-level summary of the company's business, recent acquisitions, and the impact of the COVID-19 pandemic - Post Holdings is a consumer packaged goods holding company with five reportable segments: Post Consumer Brands, Weetabix, Foodservice, Refrigerated Retail, and BellRing Brands[138] - The Company completed the acquisition of Peter Pan nut butter brand and Almark Foods business in fiscal 2021, and Henningsen Foods, Inc. in fiscal 2020[140][141] - The COVID-19 pandemic led to increased sales in food, drug, mass, club, and eCommerce channels due to pantry loading and increased at-home consumption, but negatively impacted the foodservice business and on-the-go products. The Company incurred increased expenses related to the pandemic[143] RESULTS OF OPERATIONS This section analyzes the company's consolidated financial performance, including net sales, operating profit, and net earnings Consolidated Results of Operations (in millions, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $1,483.3 | $1,494.2 | $2,941.3 | $2,951.0 | | Operating Profit | $145.1 | $153.5 | $311.4 | $349.5 | | Interest expense, net | $94.8 | $94.0 | $191.4 | $196.9 | | Loss on extinguishment and refinancing of debt, net | $94.7 | $60.0 | $94.7 | $72.9 | | (Income) expense on swaps, net | $(185.6) | $224.6 | $(227.2) | $163.2 | | Net Earnings (Loss) | $109.9 | $(191.4) | $191.1 | $(92.2) | - Net sales decreased slightly by 1% for the three months and remained flat for the six months ended March 31, 2021, primarily due to declines in Post Consumer Brands and Foodservice, partially offset by growth in BellRing Brands and Refrigerated Retail, and acquisitions[147][148] - Operating profit decreased by 5% and 11% for the three and six months, respectively, mainly due to lower segment profit across most segments, partially offset by decreased general corporate expenses and acquisition contributions[149][150] - Net earnings significantly improved from a loss of $(191.4) million to a gain of $109.9 million for the three months ended March 31, 2021, largely driven by a $410.2 million favorable swing in (Income) expense on swaps, net[145] - The Company recognized a $94.7 million loss on extinguishment and refinancing of debt in fiscal 2021, compared to $60.0 million in the prior year, due to the repayment of 5.00% senior notes and BellRing's credit agreement amendment[156][157] SEGMENT RESULTS This section provides a detailed analysis of the financial performance for each of the company's reportable segments Post Consumer Brands This section analyzes the net sales and segment profit performance of the Post Consumer Brands segment Post Consumer Brands – Net Sales and Segment Profit (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $479.9 | $507.9 | $924.9 | $949.1 | | Segment Profit | $91.8 | $92.4 | $162.3 | $173.0 | - Net sales decreased by 6% for the three months and 3% for the six months ended March 31, 2021, primarily due to 16% lower volume (lapping COVID-19 pantry loading and exiting low-margin business), partially offset by $17.4 million from the Peter Pan acquisition and higher average net selling prices[164][165] - Segment profit decreased by 1% for the three months and 6% for the six months, driven by lower net sales, increased freight costs ($9.2 million for three months), higher manufacturing costs ($5.9 million for three months, including COVID-19 expenses), and a $15.0 million provision for legal settlement (six months)[166][167] Weetabix This section analyzes the net sales and segment profit performance of the Weetabix segment Weetabix – Net Sales and Segment Profit (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $113.4 | $113.4 | $226.9 | $214.9 | | Segment Profit | $25.9 | $28.0 | $54.0 | $51.7 | - Net sales were flat for the three months ended March 31, 2021, but increased 6% for the six months, primarily due to favorable foreign exchange rates. Volume decreased by 9% (three months) and 1% (six months) due to lapping COVID-19 pantry loading and a pull-forward of export sales due to Brexit[168][169] - Segment profit decreased by 8% for the three months, driven by lower volume, but increased by 4% for the six months, primarily due to favorable foreign exchange rates and higher average net selling prices[170][171] Foodservice This section analyzes the net sales and segment profit performance of the Foodservice segment Foodservice – Net Sales and Segment Profit (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $369.2 | $378.4 | $723.7 | $799.0 | | Segment Profit | $8.8 | $23.8 | $19.6 | $70.8 | - Net sales decreased by 2% for the three months and 9% for the six months ended March 31, 2021, primarily due to 13% and 17% lower volume, respectively, driven by reduced foodservice demand due to the COVID-19 pandemic. The Almark acquisition contributed $14.4 million in net sales[172][173] - Segment profit significantly decreased by 63% for the three months and 72% for the six months, primarily due to negative COVID-19 impacts (lower volume, unfavorable fixed cost absorption, increased employee wages/absences), increased raw material costs ($9.1 million for three months), and higher freight costs[174][175] Refrigerated Retail This section analyzes the net sales and segment profit performance of the Refrigerated Retail segment Refrigerated Retail – Net Sales and Segment Profit (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $239.5 | $237.6 | $502.6 | $487.5 | | Segment Profit | $24.2 | $30.2 | $57.9 | $56.2 | - Net sales increased by 1% for the three months and 3% for the six months ended March 31, 2021, driven by increased average net selling prices, despite lower volume in the three-month period due to lapping COVID-19 pantry loading[176][177] - Segment profit decreased by 20% for the three months, primarily due to higher raw material costs ($9.1 million) and increased manufacturing costs ($5.5 million). For the six months, segment profit increased by 3% due to higher net sales and lower advertising, partially offset by increased raw material and manufacturing costs[178][179] BellRing Brands This section analyzes the net sales and segment profit performance of the BellRing Brands segment BellRing Brands – Net Sales and Segment Profit (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Sales | $282.1 | $257.5 | $564.5 | $501.5 | | Segment Profit | $15.6 | $35.1 | $63.4 | $84.4 | - Net sales increased by 10% for the three months and 13% for the six months ended March 31, 2021, driven by higher Premier Protein and Dymatize product volumes across various channels, despite lower club channel volumes due to lapping COVID-19 impacts[180][181] - Segment profit decreased significantly by 56% for the three months and 25% for the six months, primarily due to accelerated amortization expense ($17.7 million for three months, $18.1 million for six months) related to the Supreme Protein brand discontinuance, higher net product costs, and increased advertising and consumer spending[182][183][184] General Corporate Expenses and Other This section details the company's general corporate expenses and other unallocated items impacting overall profitability General Corporate Expenses and Other (in millions) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | General corporate expenses and other | $15.1 | $52.7 | $28.9 | $80.1 | - General corporate expenses and other decreased by 71% for the three months and 64% for the six months ended March 31, 2021, primarily due to increased net gains from mark-to-market adjustments on economic hedges ($40.9 million for three months) and equity securities, and a gain on bargain purchase adjustment[185][186] Restructuring and Facility Closure This section reports on costs associated with restructuring initiatives and facility closures across segments Restructuring and Facility Closure Costs (in millions) | Segment | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Post Consumer Brands | $— | $0.5 | $0.3 | $1.1 | | Weetabix | $— | $— | $— | $(0.1) | | BellRing Brands | $0.8 | $— | $5.5 | $— | | Total | $0.8 | $0.5 | $5.8 | $1.0 | - Total restructuring and facility closure costs, including accelerated depreciation, were $0.8 million for the three months and $5.8 million for the six months ended March 31, 2021, with BellRing Brands accounting for $5.5 million of the six-month total[187] LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's cash flow, debt management, and capital allocation strategies - Key capital activities during the six months ended March 31, 2021, included issuing $1,800.0 million of 4.50% senior notes, repaying $1,697.3 million of 5.00% senior notes, repurchasing 3.3 million shares of common stock for $315.3 million, and BellRing repaying $46.3 million on its term loan[189][193] Select Cash Flow Data (in millions) | Cash Flow Activity | Six Months Ended March 31, 2021 | Six Months Ended March 31, 2020 | | :------------------------------------------------ | :------------------------------ | :------------------------------ | | Cash provided by Operating activities | $162.3 | $89.0 | | Cash used in Investing activities | $(256.5) | $(62.4) | | Cash (used in) provided by Financing activities | $(362.7) | $115.9 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(450.8) | $142.1 | - Cash provided by operating activities increased by $73.3 million for the six months ended March 31, 2021, driven by favorable timing of sales, collections of receivables, and payments of payables. Cash used in investing activities increased significantly due to $153.7 million for acquisitions and $99.4 million in capital expenditures[198][199] - Cash used in financing activities was $362.7 million for the six months ended March 31, 2021, a shift from providing $115.9 million in the prior year, primarily due to debt repayments and share repurchases[201][192] - The Company and BellRing were in compliance with their respective debt covenants as of March 31, 2021, and do not believe non-compliance is reasonably likely in the foreseeable future[203][205] CRITICAL ACCOUNTING POLICIES AND ESTIMATES This section confirms no significant changes to the company's critical accounting policies and estimates - There have been no significant changes to the Company's critical accounting policies and estimates since September 30, 2020[208] RECENTLY ISSUED ACCOUNTING STANDARDS This section directs to Note 2 for details on recently issued accounting standards - Refer to Note 2 for a discussion regarding recently issued accounting standards[210] CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS This section highlights the inherent risks and uncertainties associated with forward-looking statements in the report - This section contains forward-looking statements subject to risks and uncertainties, including the impact of the COVID-19 pandemic, high leverage, competition, supply chain disruptions, and the ability to integrate acquisitions[212][213] - The Company's financial condition, results of operations, and cash flows may differ materially from expectations, and the Company undertakes no obligation to update forward-looking statements[213][214] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the Company's exposure to market risks, including commodity price risk, foreign currency risk, and interest rate risk, and the strategies employed to manage these exposures, along with hypothetical sensitivity analyses Overview of Market Risk This section provides an overview of the company's exposure to market risks, including the impact of the COVID-19 pandemic - The COVID-19 pandemic has introduced significant volatility and uncertainty regarding the Company's exposure to market risks from commodity prices, foreign currency exchange rates, and interest rates[215] Commodity Price Risk This section details the company's exposure to commodity price fluctuations and its hedging strategies - The Company is exposed to commodity price risks for raw materials, energy, and fuels, and uses futures contracts and options to manage these exposures[216] - A hypothetical 10% adverse change in principal hedged commodities would have decreased the fair value of the commodity-related derivatives portfolio by approximately $14 million at March 31, 2021[216] Foreign Currency Risk This section describes the company's exposure to foreign currency exchange rate fluctuations and its mitigation strategies - The Company is exposed to foreign currency exchange rate fluctuations related to its foreign subsidiaries and uses foreign exchange contracts to mitigate these risks[218] - A hypothetical 10% adverse change in USD-GBP exchange rates would have reduced the fair value of the foreign currency-related derivatives portfolio by approximately $2 million at March 31, 2021[218] Interest Rate Risk This section outlines the company's exposure to interest rate changes on its debt and derivative instruments - As of March 31, 2021, the Company had $7,075.1 million in outstanding indebtedness, with $6,440.2 million bearing interest at a weighted-average fixed rate of 5.1%[218] - A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $48 million at March 31, 2021[219] - The Company had interest rate swaps with a notional value of $2,664.0 million at March 31, 2021. A hypothetical 10% adverse change in interest rates would have decreased the fair value of these swaps by approximately $38 million[220] Item 4. Controls and Procedures This section details management's evaluation of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as evaluated by management - Management, with the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2021, to provide reasonable assurance of achieving control objectives[221] Changes in Internal Control Over Financial Reporting This section reports on changes to internal control over financial reporting, particularly those related to recent acquisitions - In connection with the Peter Pan and Almark acquisitions in fiscal 2021, management is implementing changes in controls and procedures, which may result in additions or changes to internal control over financial reporting. No other significant changes occurred during the quarter[222] PART II. OTHER INFORMATION This section includes legal proceedings, risk factors, equity sales, exhibits, and official signatures Item 1. Legal Proceedings This section refers to the detailed legal proceedings information provided in the financial notes and confirms no environmental proceedings exceed the $1.0 million disclosure threshold - Information regarding legal proceedings is incorporated by reference from Note 14 of the Condensed Consolidated Financial Statements[223] - There are no environmental proceedings with a governmental entity as a party that are required to be disclosed, as none are expected to result in monetary sanctions above the $1.0 million threshold[224] Item 1A. Risk Factors This section updates the risk factors, emphasizing uncertainties related to the initial public offering of Post Holdings Partnering Corporation (PHPC), a special purpose acquisition company (SPAC), and the potential impacts of regulatory focus on SPACs - The Company faces uncertainties regarding the initial public offering of PHPC, a newly formed SPAC, due to heightened regulatory focus and recent accounting guidance, which could lead to additional costs, delays, and management distraction[226] - Failure to consummate PHPC's IPO or a suitable business combination within the prescribed timeframe could result in negative reactions from financial markets and shareholders, and there is no assurance of realizing anticipated value from such transactions[227] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides details on the Company's common stock repurchase activities during the three months ended March 31, 2021, including the number of shares purchased and the average price paid Common Stock Repurchases (Three Months Ended March 31, 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share (a) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Approximate Dollar Value of Shares that May Yet be Purc