NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data or where indicated otherwise)
NOTE 1 — BACKGROUND
Post Holdings, Inc. (“Post” or the “Company”) is a consumer packaged goods holding company operating in the center-of-the-store, refrigerated, foodservice, food ingredient and convenient nutrition categories. The Company also participates in the private brand food category, including through its investment with affiliates of Thomas H. Lee Partners, L.P. (collectively, “THL”) in 8th Avenue Food & Provisions, Inc. (“8th Avenue”). The Company’s products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce. As of September 30, 2019, Post operates in five reportable segments: Post Consumer Brands, Weetabix, Foodservice, Refrigerated Retail and Active Nutrition. The Post Consumer Brands segment includes the North American ready-to-eat (“RTE”) cereal business; the Weetabix segment includes the international (primarily the United Kingdom (the “U.K”)). RTE cereal and muesli business; the Foodservice segment includes primarily egg and potato products; the Refrigerated Retail segment includes refrigerated retail products, inclusive of side dishes and egg, cheese and sausage products; and the Active Nutrition segment includes ready-to-drink (“RTD”) protein shakes and other RTD beverages, powders and nutrition bars.
On October 1, 2018, Post and THL separately capitalized 8th Avenue (such transactions, the “8th Avenue Transactions”), and 8th Avenue became the holding company for Post’s historical private brands business. Post received gross proceeds of $875.0, as well as $16.8 related to final working capital adjustments, from the 8th Avenue Transactions, and the Company retained shares of common stock equal to 60.5% of the common equity in 8th Avenue. Effective October 1, 2018, 8th Avenue was no longer consolidated in the Company's financial statements and the 60.5% retained interest in 8th Avenue is accounted for using the equity method. 8th Avenue is reported historically herein as Post’s Private Brands segment. At September 30, 2018, the assets and liabilities of the historical Private Brands segment were classified as held for sale. For additional information, see Notes 7, 9 and 17.
Unless otherwise stated or the context otherwise indicates, all references in these financial statements and notes to “Post,” “the Company,” “us,” “our” or “we” mean Post Holdings, Inc. and its consolidated and non-consolidated subsidiaries. Certain prior year amounts have been reclassified to conform with the fiscal 2019 presentation. These reclassifications had no impact on Net Earnings or Shareholders’ Equity, as previously reported.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation — The consolidated financial statements include the operations of Post and its wholly-owned and majority-owned subsidiaries. All intercompany transactions have been eliminated.
Use of Estimates and Allocations — The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require certain elections as to accounting policy, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amount of net revenues and expenses during the reporting periods. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and other intangible assets, marketing programs, self-insurance reserves and income taxes. Actual results could differ from those estimates.
Business Combinations — The Company uses the acquisition method in accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill.
Cash Equivalents — Cash equivalents include all highly liquid investments with original maturities of less than three months.
Restricted Cash — Restricted cash includes items such as cash deposits which serve as collateral for certain commodity hedging contracts as well as the Company’s high deductible workers’ compensation insurance program.
Receivables — Receivables are reported at net realizable value. This value includes appropriate allowances for doubtful accounts, cash discounts and other amounts which the Company does not ultimately expect to collect. The Company determines its allowance for doubtful accounts based on historical losses as well as the economic status of and its relationship with its customers, especially those identified as “at risk.” A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when the customer files for bankruptcy protection or are otherwise deemed to be uncollectible based upon the Company’s evaluation of the customer’s solvency. The Weetabix segment sells certain receivables to third party institutions without recourse. Receivables sold during the years ended September 30, 2019 and 2018 were $120.7 and $137.3, respectively.
Inventories — Inventories, other than flocks, are generally valued at the lower of average cost (determined on a first-in, first-out basis) or net realizable value (“NRV”). Reported amounts have been reduced by an allowance for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales. Flock inventory represents the cost of purchasing and raising chicken flocks to egg laying maturity. The costs included in our flock inventory include the costs of the chicks, the feed fed to the birds and the labor and overhead costs incurred to operate the pullet facilities until the birds are transferred into the laying facilities, at which time their cost is amortized to operations, as cost of goods sold, over their expected useful lives of one to two years.
Restructuring Expenses — Restructuring charges principally consist of severance, accelerated stock compensation and other employee separation costs and accelerated depreciation. The Company recognizes restructuring obligations and liabilities for exit and disposal activities at fair value in the period the liability is incurred. Employee severance costs are expensed when they become probable and reasonably estimable under established severance plans. Depreciation expense related to assets that will be disposed of or idled as a part of the restructuring activity is accelerated through the expected date of the asset shut down. See Note 6 for information about restructuring expenses.
Held for Sale Assets and Liabilities — Assets and liabilities are classified as held for sale if the Company has committed to a plan for selling the assets and liabilities, is actively and reasonably marketing them and sale is reasonably expected within one year. The carrying value of assets held for sale is included in “Current assets held for sale” and “Other assets held for sale” on the Consolidated Balance Sheets. The carrying value of liabilities held for sale is included in “Current liabilities held for sale” and “Other liabilities held for sale” on the Consolidated Balance Sheets. See Note 7 for information about assets and liabilities held for sale.
Property — Property is recorded at cost, and depreciation expense is generally provided on a straight-line basis over the estimated useful lives of the properties. Estimated useful lives range from 1 to 29 years for machinery and equipment; 1 to 39 years for buildings, building improvements and leasehold improvements; and 1 to 7 years for software. Total depreciation expense was $218.3, $221.0 and $164.0 in fiscal 2019, 2018 and 2017, respectively. Any gains and losses incurred on the sale or disposal of assets are included in “Other operating expenses, net” in the Consolidated Statements of Operations. Repair and maintenance costs incurred in connection with ongoing and planned major maintenance activities are accounted for under the direct expensing method. Property consisted of:
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|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
Land and land improvements
|
$
|
91.1
|
|
|
$
|
88.2
|
|
Buildings and leasehold improvements
|
796.7
|
|
|
720.7
|
|
Machinery and equipment
|
1,595.8
|
|
|
1,507.4
|
|
Software
|
106.0
|
|
|
112.0
|
|
Construction in progress
|
147.3
|
|
|
114.7
|
|
|
2,736.9
|
|
|
2,543.0
|
|
Accumulated depreciation
|
(1,000.9
|
)
|
|
(833.3
|
)
|
|
$
|
1,736.0
|
|
|
$
|
1,709.7
|
|
Other Intangible Assets — Other intangible assets consist primarily of customer relationships and trademarks/brands acquired in business combinations and include both indefinite and definite-lived assets. Amortization expense related to definite-lived intangible assets, which is provided on a straight-line basis over the estimated useful lives of the assets, was $161.3, $177.4 and $159.1 in fiscal 2019, 2018 and 2017, respectively. For the definite-lived intangible assets recorded as of September 30, 2019, amortization expense of $159.2, $159.2, $159.2, $159.0 and $157.8 is expected for fiscal 2020, 2021, 2022, 2023 and 2024, respectively. Other intangible assets consisted of:
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|
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|
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|
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|
|
September 30, 2019
|
|
September 30, 2018
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Carrying
Amount
|
|
Accum.
Amort.
|
|
Net
Amount
|
|
Carrying
Amount
|
|
Accum.
Amort.
|
|
Net
Amount
|
Subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
$
|
2,297.2
|
|
|
$
|
(562.2
|
)
|
|
$
|
1,735.0
|
|
|
$
|
2,307.0
|
|
|
$
|
(444.4
|
)
|
|
$
|
1,862.6
|
|
Trademarks and brands
|
793.7
|
|
|
(225.2
|
)
|
|
568.5
|
|
|
768.5
|
|
|
(188.2
|
)
|
|
580.3
|
|
Other
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
|
3,094.0
|
|
|
(790.5
|
)
|
|
2,303.5
|
|
|
3,078.6
|
|
|
(635.7
|
)
|
|
2,442.9
|
|
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brands
|
1,035.0
|
|
|
—
|
|
|
1,035.0
|
|
|
1,096.4
|
|
|
—
|
|
|
1,096.4
|
|
|
$
|
4,129.0
|
|
|
$
|
(790.5
|
)
|
|
$
|
3,338.5
|
|
|
$
|
4,175.0
|
|
|
$
|
(635.7
|
)
|
|
$
|
3,539.3
|
|
Recoverability of Assets — The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles and goodwill. Trademarks with indefinite lives are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trademark may be impaired. The trademark impairment tests require the Company to estimate the fair value of the trademark and compare it to its carrying value. The estimated fair value is determined using an income-based approach (the relief-from-royalty method), which requires significant assumptions for each brand, including estimates regarding future revenue growth, discount rates and appropriate royalty rates. Assumptions are determined after consideration of several factors for each brand, including profit levels, research of external royalty rates by third party experts and the relative importance of each brand to the Company. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rate is based on a weighted-average cost of capital utilizing industry market data of similar companies.
In addition, definite-lived assets and indefinite-lived intangible assets are reassessed as needed when information becomes available that is believed to negatively impact the fair market value of an asset. In general, an asset is deemed impaired and written down to its fair value if estimated related future cash flows are less than its carrying amount. See Note 8 for information about goodwill impairments.
At September 30, 2019, the Company recorded a definite-lived intangible impairment charge of $14.6 for the All Whites trademark in the Refrigerated Retail segment to adjust its carrying value to zero. The impairment charge for the All Whites trademark is the result of a strategic decision made by new Refrigerated Retail management in the fourth quarter of fiscal 2019 to discontinue use of the brand name. All products previously sold under the All Whites brand name are now being marketed and sold under the Bob Evans Egg Whites brand name.
At September 30, 2018, the Company recorded an indefinite-lived intangible impairment charge of $124.9 for the Weetabix trademark to adjust its carrying value to its estimated fair value of $261.8. The impairment charge for the Weetabix trademark is a result of reduced branded cereal volumes related to Weetabix’s pricing reset and shifting consumer preferences to private label products.
For the year ended September 30, 2017, the Company conducted impairment reviews and concluded there was no impairment of other intangible assets as of September 30, 2017.
These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 16. The trademark impairment losses are reported in “Impairment of goodwill and other intangible assets” on the Consolidated Statements of Operations.
Deferred Compensation Investments — The Company funds a portion of its deferred compensation liability by investing in certain mutual funds in the same amounts as selected by the participating employees. Because management’s intent is to invest in a manner that matches the deferral options chosen by the participants and those participants can elect to transfer amounts into or out of each of the designated deferral options at any time, these investments have been classified as trading assets and are stated at fair value in “Prepaid expenses and other current assets” and “Other assets” on the Consolidated Balance Sheets (see Note 16). Both realized and unrealized gains and losses on these assets are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and offset the related change in the deferred compensation liability.
Derivative Financial Instruments — In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
The Company’s derivative programs include strategies that qualify and strategies that do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, the derivative is designated as a hedge on the date in which the derivative contract is entered. A derivative could be designated as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge) or a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments, where changes in their fair value act as economic offsets to changes in fair value of the underlying hedged item and are not designated for hedge accounting. The Company does not have any derivatives currently designated as fair value hedges.
The effective portion of gains and losses on cash flow hedges are recorded in other comprehensive income (“OCI”), until earnings are affected by the variability of cash flows. If the hedge is no longer effective, all changes in the fair value of the derivative are included in earnings for each period until the instrument matures. If a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in OCI. The amounts recorded in OCI
related to a net investment hedge would be recognized in earnings in the event the foreign operation is liquidated. Any ineffective portion of designated hedges are recognized in earnings. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in earnings. Cash flows from derivatives that are accounted for as hedges and cash flows on derivatives utilized as economic hedges are classified in the same category on the Consolidated Statements of Cash Flows as the item being hedged or on a basis consistent with the nature of the instrument.
Equity Interests — The Company uses the equity method to account for investments in companies if its investment provides the ability to exercise significant influence over operating and financial policies of the investee. The Consolidated Statements of Operations include the Company's proportionate share of the net income or loss of these companies. The level of influence over each equity method investee includes considering factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and other commercial arrangements.
Revenue — In conjunction with the adoption of Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” on October 1, 2018, the policy for recognizing revenue was updated. See Note 4 for a summary of the updated policy. For fiscal 2018 and 2017, a summary of the policy for recognizing revenue was as follows:
Revenue is recognized when title of goods and risk of loss is transferred to the customer, as specified by the shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping and handling, less sales discounts and trade allowances (including promotional price buy downs and new item promotional funding). Customer trade allowances are generally computed as a percentage of gross sales. Products are generally sold with no right of return, except in the case of goods which do not meet product specifications or are damaged, and related reserves are maintained based on return history. If additional rights of return are granted, revenue recognition is deferred. Estimated reductions to revenue for customer incentive offerings are based upon customer redemption history.
Cost of Goods Sold — Cost of goods sold includes, among other things, inbound and outbound freight costs (including the Company-owned fleet) and depreciation expense related to assets used in production, while storage and other warehousing costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Storage and other warehousing costs totaled $170.1, $169.4 and $142.9 in fiscal 2019, 2018 and 2017, respectively.
Advertising — Advertising costs are expensed as incurred except for costs of producing media advertising, such as television commercials or magazine and online advertisements, which are deferred until the first time the advertising takes place and amortized to the statement of operations over the time the advertising takes place. The amounts reported as assets on the Consolidated Balance Sheets as “Prepaid expenses and other current assets” were $3.9 and $1.9 as of September 30, 2019 and 2018, respectively.
Stock-based Compensation — The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards and the fair market value at each quarterly reporting date for liability awards. That cost is recognized over the period during which an employee is required to provide service in exchange for the award — the requisite service period (usually the vesting period). Any forfeitures of stock-based awards are recorded as they occur. See Note 20 for disclosures related to stock-based compensation.
Income Tax (Benefit) Expense — Income tax (benefit) expense is estimated based on income taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is more likely than not that the future benefits will not be realized. Reserves are recorded for estimated exposures associated with the Company’s tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest incurred due to an underpayment of income taxes is classified as income taxes. The Company considers the undistributed earnings of its foreign subsidiaries to be permanently invested, so no United States (“U.S.”) taxes have been provided in relation to the Company’s investment in its foreign subsidiaries. See Note 10 for disclosures related to income taxes.
NOTE 3 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, OCI, financial condition, cash flows or shareholders’ equity based on current information.
Recently Issued
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, “Leases (Topic 842).” This ASU requires a company to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July
2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” This ASU provides an additional transition method by allowing entities to initially apply the new lease standard at the date of adoption with a cumulative effect adjustment to the opening balances of retained earnings in the period of adoption. This ASU also gives lessors the option of electing, as a practical expedient by class of underlying asset, not to separate the lease and non-lease components of a contract when those lease contracts meet certain criteria. These ASUs are effective for annual periods beginning after December 15, 2018 and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2020).
The Company is in the process of implementing its lease accounting software, developing its related business processes and implementing internal controls. The Company has substantially completed its analysis of these standards’ impacts on the Company’s lease portfolio. The Company will adopt these ASUs on October 1, 2019 and expects to use the cumulative effect adjustment approach. The Company will elect certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of those leases. In addition, the Company will also elect to not recognize leases with an initial term of twelve months or less on its Consolidated Balance Sheets. The Company’s estimate of right-of-use assets and lease liabilities to be recognized at adoption is between $155.0 and $185.0, subject to the completion of the Company’s implementation procedures, fluctuations within the Company’s lease portfolio and discount rates. The Company does not expect this guidance to have a material impact on its Consolidated Statements of Operations or its Consolidated Statements of Cash Flows. In addition, the Company will provide expanded disclosures to present additional information related to its leasing arrangements. See Note 18 for additional information on noncancelable future lease commitments.
Recently Adopted
In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” This ASU largely aligns the guidance for recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for recognizing implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. The Company adopted this ASU on October 1, 2018 on a prospective basis, as permitted by the ASU. The adoption of this ASU did not have a material impact on the Company’s financial statements.
In August 2018, the FASB issued ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU removes, clarifies and adds certain disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The Company early adopted this ASU, as permitted by the ASU, as of September 30, 2019 and revised disclosures are provided in Note 19.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU removes, modifies and adds certain disclosure requirements related to fair value measurements. The Company early adopted this ASU, as permitted by the ASU, as of September 30, 2019 and revised disclosures are provided in Note 16.
In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This ASU largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services, and the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The Company adopted this ASU on October 1, 2018 on a prospective basis, as permitted by the ASU. In accordance with this ASU, historical share-based payment awards that were granted to employees of 8th Avenue are accounted for as nonemployee compensation. The adoption of this ASU did not have an impact on the Company’s financial statements.
In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires an entity to report the service cost component of periodic net benefit cost as an operating expense in the same line item or items as other compensation costs arising from services rendered by employees during the period. Other components of net benefit cost are to be presented outside of income from operations in the income statement separately from the service cost component. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable. The Company adopted this ASU on October 1, 2018 and used the retrospective method of adoption, as required by the ASU. For the years ended September 30, 2018 and 2017, the adoption of this ASU resulted in increases in “Cost of goods sold” of $12.8 and $3.3, respectively, increases in “Selling, general and administrative expenses” of $1.2 and $0.3, respectively, and corresponding increases in “Other income, net” of $14.0 and $3.6, respectively, in the Consolidated Statements of Operations. For additional disclosures about pension and other postretirement benefits, refer to Note 19.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU requires that a statement of cash flows explain the change in the total of cash, cash equivalents and amounts generally described
as restricted cash or restricted cash equivalents, and therefore, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of year cash balance to the end of year cash balance as shown on the statement of cash flows. The Company adopted this ASU on October 1, 2018 and used the retrospective method of adoption, as required by the ASU. The adoption of this ASU resulted in a decrease in net cash provided by operating activities of $0.7 in the Consolidated Statement of Cash Flows for the year ended September 30, 2018, and a (decrease) increase in cash used by investing activities of $(1.3) and $4.2 in the Consolidated Statements of Cash Flows for the years ended September 30, 2018 and 2017, respectively. Net cash provided by operating activities for the year ended September 30, 2018 was impacted by this ASU adoption as a result of the reclassification of restricted cash to current assets held for sale in connection with the 8th Avenue Transactions.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which superseded all previously existing revenue recognition guidance under GAAP. This ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also calls for additional disclosures around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this ASU on October 1, 2018, as required by the ASU, and used the modified retrospective transition method of adoption. The adoption of this ASU did not have a material impact on the Company’s financial statements as the impact of this ASU was limited to recognition timing and classification changes of immaterial amounts within the Consolidated Statement of Operations for the year ended September 30, 2019 and on the Consolidated Balance Sheet as of September 30, 2019. For additional information, refer to Note 4.
NOTE 4 — REVENUE FROM CONTRACTS WITH CUSTOMERS
In conjunction with the adoption of ASU 2014-09 (see Note 3), the Company updated its policy for recognizing revenue. The Company utilized a comprehensive approach to assess the impact of this ASU by reviewing its customer contract portfolio and existing accounting policies and procedures in order to identify potential differences that would result from applying the new requirements of Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” A summary of the updated policy is included below.
Revenue Recognition Policy
The Company recognizes revenue when performance obligations have been satisfied by transferring control of the goods to customers. Control is generally transferred upon delivery of the goods to the customer. At the time of delivery, the customer is invoiced using previously agreed-upon credit terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed fulfillment activities and are accounted for as fulfillment costs. The Company’s contracts with customers generally contain one performance obligation.
Many of the Company’s contracts with customers include some form of variable consideration. The most common forms of variable consideration are trade promotions, rebates and discounts. Variable consideration is treated as a reduction of revenue at the time product revenue is recognized. Depending on the nature of the variable consideration, the Company uses either the “expected value” or the “most likely amount” method to determine variable consideration. The Company does not believe that there will be significant changes to its estimates of variable consideration when any uncertainties are resolved with customers. The Company reviews and updates estimates of variable consideration quarterly. Uncertainties related to the estimates of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.
The Company’s products are sold with no right of return, except in the case of goods which do not meet product specifications or are damaged. No services beyond this assurance-type warranty are provided to customers. Customer remedies include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction of revenue based on historical sales return experience.
Impacts of Adoption
The Company used the modified retrospective transition method of adoption and, accordingly, recorded an adjustment to retained earnings to reflect the application of its updated revenue recognition policy, which resulted in changes to the timing of when variable consideration payments are recognized. The cumulative adjustment resulted in a reduction of retained earnings and deferred income taxes of $0.9 and $0.3, respectively, and a corresponding increase in other current liabilities of $1.2 at October 1, 2018.
The Company elected the following practical expedients in accordance with ASC Topic 606:
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|
•
|
Significant financing component — The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
|
|
|
•
|
Shipping and handling costs — The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities (i.e., an expense), rather than as promised services.
|
|
|
•
|
Measurement of transaction price — The Company elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales taxes.
|
The following table summarizes the impact of the Company’s adoption of ASC Topic 606 on a modified retrospective basis in the Company’s Consolidated Statement of Operations. As a result of the adoption, certain payments to customers totaling $26.1 in the year ended September 30, 2019 previously classified in “Selling, general, and administrative expenses,” were classified as “Net Sales” in the Consolidated Statement of Operations. These payments to customers relate to trade advertisements that support the Company’s sales to customers. In accordance with ASC Topic 606, these payments were determined not to be distinct within the customer contracts and, as such, require classification within net sales. Additionally, in the year ended September 30, 2019, the Company recognized revenue of $1.2 that was deferred upon the adoption of ASC Topic 606 in accordance with the satisfaction of the related performance obligation. The recognition of unearned revenue is included in “Net Sales” in the Company’s Consolidated Statement of Operations. No material changes to the balance sheet were required by the adoption of ASC Topic 606.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2019
|
|
As Reported Under Topic 606
|
|
As Reported Under Prior Guidance
|
|
Impact of Adoption
|
Net Sales
|
$
|
5,681.1
|
|
|
$
|
5,706.0
|
|
|
$
|
(24.9
|
)
|
Cost of goods sold
|
3,889.0
|
|
|
3,889.0
|
|
|
—
|
|
Gross Profit
|
1,792.1
|
|
|
1,817.0
|
|
|
(24.9
|
)
|
Selling, general and administrative expenses
|
911.6
|
|
|
937.7
|
|
|
(26.1
|
)
|
Amortization of intangible assets
|
161.3
|
|
|
161.3
|
|
|
—
|
|
Gain on sale of business
|
(126.6
|
)
|
|
(126.6
|
)
|
|
—
|
|
Impairment of goodwill and other intangible assets
|
63.3
|
|
|
63.3
|
|
|
—
|
|
Other operating expenses, net
|
1.5
|
|
|
1.5
|
|
|
—
|
|
Operating Profit
|
$
|
781.0
|
|
|
$
|
779.8
|
|
|
$
|
1.2
|
|
NOTE 5 — BUSINESS COMBINATIONS
The Company accounts for business combinations 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, and any excess is allocated to goodwill. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and the expansion of the business into new or growing segments of the industry.
Fiscal 2018
On January 12, 2018, the Company completed its acquisition of Bob Evans Farms, Inc. (“Bob Evans”), resulting in the Company owning all of the outstanding shares of Bob Evans common stock. The Company paid each holder of shares of Bob Evans common stock, other than holders who demanded appraisal of their shares of Bob Evans common stock under Delaware law and had not withdrawn their demands as of the closing date, $77.00 per share, resulting in a payment at closing of $1,381.2 (which, in addition to the amounts paid to Bob Evans stockholders, includes amounts paid to retire certain debt and other obligations of Bob Evans). Any shares of Bob Evans common stock subject to appraisal as of the closing date were canceled and no longer outstanding after closing. The closing payment did not include any amounts due to former holders of approximately 4.35 shares of Bob Evans common stock who demanded appraisal under Delaware law and had not withdrawn their demands as of the closing date. At September 30, 2018, the former holders of 3.3 shares of Bob Evans common stock had not withdrawn their appraisal demands and had not been paid for their shares of Bob Evans common stock. Related to these shares, the Company accrued $267.0, which was reported in “Other liabilities” on the Consolidated Balance Sheet at September 30, 2018. The accrual represents the number of shares of Bob Evans common stock for which former Bob Evans stockholders had demanded appraisal and not withdrawn their demands multiplied by the $77.00 per share merger consideration plus accrued interest at the Federal Reserve Discount Rate plus a spread of 5.00%. The Company recorded interest expense of $13.4 in connection these shares, which was included in “Interest expense, net” in the Consolidated Statement of Operations for the year ended September 30, 2018.
In December 2018, the Company made payments of $257.6 to the former holders of Bob Evans common stock who had demanded appraisal and had not been paid for their shares of Bob Evans common stock. The payments constituted a settlement
with one former stockholder as well as prepayments of the $77.00 per share merger consideration to the remaining former stockholders who had held 2.5 shares of Bob Evans common stock. In September 2019, the Company reached settlement terms on a confidential basis with the remaining former stockholders, and payments were made by the Company on October 1, 2019. In connection with the fiscal 2019 settlements, the Company recorded expense of $9.7, which was included in “Selling, general and administrative expenses” and “Interest expense, net” in the Consolidated Statement of Operations for the year ended September 30, 2019, and had an accrual of $19.1, which was recorded as “Other current liabilities,” on the Consolidated Balance Sheet at September 30, 2019.
For additional information regarding the proceedings brought by former holders of Bob Evans common stock who demanded appraisal of their shares of Bob Evans common stock under Delaware law, refer to Note 18.
Bob Evans is a producer of refrigerated potato and pasta side dishes, pork sausage and a variety of refrigerated and frozen convenience food items. The acquisition strengthened the Company’s position in the foodservice and refrigerated retail channels. Bob Evans is reported in two reportable segments. The results of Bob Evans’s foodservice operations are reported in the Foodservice segment, and the results of Bob Evans’s retail operations are reported in the Refrigerated Retail segment (see Note 23). Based upon the preliminary purchase price allocation, the Company recorded $376.0 of customer relationships to be amortized over a weighted-average period of 18 years, $6.0 of definite-lived trademarks to be amortized over a weighted-average period of 10 years and $400.0 of indefinite-lived trademarks.
The goodwill generated by the Company’s acquisition of Bob Evans is not deductible for U.S. federal income tax purposes; however, $13.8 of goodwill generated by business combinations completed by Bob Evans in periods prior to its acquisition was transferred to Post and is tax deductible.
The following table provides the final allocation of the purchase price related to the fiscal 2018 acquisition of Bob Evans based upon the fair value of assets and liabilities assumed, including the provisional amounts recognized related to the acquisition as of September 30, 2018, as well as measurement period adjustments made during the first quarter of fiscal 2019. The allocation of purchase price was finalized as of December 31, 2018, and no additional adjustments have been or will be made.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Date Amounts Recognized as of September 30, 2018 (a)
|
|
Adjustments During Fiscal 2019
|
|
Acquisition Date Amounts Recognized (as Adjusted)
|
Cash and cash equivalents
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
15.6
|
|
Receivables
|
58.5
|
|
|
—
|
|
|
58.5
|
|
Inventories
|
27.1
|
|
|
—
|
|
|
27.1
|
|
Prepaid expenses and other current assets
|
34.3
|
|
|
—
|
|
|
34.3
|
|
Property
|
184.3
|
|
|
—
|
|
|
184.3
|
|
Goodwill
|
898.3
|
|
|
(0.7
|
)
|
|
897.6
|
|
Other intangible assets
|
782.0
|
|
|
—
|
|
|
782.0
|
|
Other assets
|
0.4
|
|
|
—
|
|
|
0.4
|
|
Accounts payable
|
(18.2
|
)
|
|
—
|
|
|
(18.2
|
)
|
Other current liabilities
|
(58.5
|
)
|
|
—
|
|
|
(58.5
|
)
|
Deferred tax liability - long-term
|
(194.9
|
)
|
|
0.7
|
|
|
(194.2
|
)
|
Other liabilities
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
Total acquisition cost (b)
|
$
|
1,723.6
|
|
|
$
|
—
|
|
|
$
|
1,723.6
|
|
|
|
(a)
|
As previously reported in Post’s Annual Report on Form 10-K for fiscal 2018 filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2018.
|
|
|
(b)
|
Total acquisition cost is comprised of $1,381.2 paid at closing and additional payments of $342.4, which includes payments to former holders of shares of Bob Evans common stock who exercised appraisal rights, payments in connection with Bob Evans deferred compensation plans and payments to compensate Bob Evans employees due to the cancellation of their outstanding employee stock awards.
|
Fiscal 2017
On July 3, 2017, the Company completed its acquisition of Latimer Newco 2 Limited (“Latimer”), and all of Latimer’s direct and indirect subsidiaries at the time of acquisition, including Weetabix Limited (collectively the “Weetabix Group”), for a purchase price of approximately £1,400.0 with a payment at closing of £1,454.1, excluding £48.0 of cash acquired (approximately $1,887.2, excluding $62.2 of cash acquired). The Weetabix Group is a packaged food company that primarily produces branded and private label RTE cereal and muesli products. The Weetabix Group is reported in two reportable segments. The results of the Weetabix
operations outside of North America, primarily in the U.K. (“Weetabix U.K.”), are reported in the Weetabix segment, and the Weetabix North American operations (“Weetabix NA”) are reported in the Post Consumer Brands segment (see Note 23). Based on the purchase price allocation of Weetabix U.K., the Company recorded $172.8 of customer relationships to be amortized over a weighted-average period of approximately 20 years, $29.5 to definite-lived trademarks and brands to be amortized over a weighted-average period of 16 years and $385.1 of indefinite-lived trademarks. Based on the purchase price allocation of Weetabix NA, the Company recorded $13.6 of customer relationships to be amortized over a weighted-average period of 21 years.
On October 3, 2016, the Company completed its acquisition of National Pasteurized Eggs, Inc. (“NPE”) for $93.5, subject to working capital and other adjustments, resulting in a payment at closing of $97.0. In February 2017, a final settlement of net working capital and other adjustments was reached, resulting in an amount back to the Company of $1.2. NPE is a producer of pasteurized shell eggs, including cage-free eggs, and is reported in two reportable segments. The results of NPE’s foodservice operations are reported in the Foodservice segment, and the results of NPE’s retail operations are reported in the Refrigerated Retail segment (see Note 23). Based upon the purchase price allocation, the Company recorded $43.9 of customer relationships to be amortized over a weighted-average period of 16 years and $7.5 of trademarks and brands to be amortized over a weighted-average period of 20 years.
The following table provides the final allocations of the purchase price related to the fiscal 2017 acquisitions of the Weetabix Group and NPE based upon the fair value of assets and liabilities assumed. The final fair value of goodwill related to the acquisitions of the Weetabix Group and NPE are not deductible for U.S. federal income tax purposes.
|
|
|
|
|
|
|
|
|
|
Weetabix Group
|
|
NPE
|
Cash and cash equivalents
|
$
|
62.2
|
|
|
$
|
5.6
|
|
Receivables
|
37.8
|
|
|
8.5
|
|
Inventories
|
63.2
|
|
|
2.1
|
|
Prepaid expenses and other current assets
|
1.2
|
|
|
0.4
|
|
Property
|
280.9
|
|
|
10.4
|
|
Goodwill
|
980.8
|
|
|
46.3
|
|
Other intangible assets
|
601.0
|
|
|
51.4
|
|
Other assets
|
112.0
|
|
|
—
|
|
Current portion of long-term debt
|
—
|
|
|
(0.1
|
)
|
Accounts payable
|
(66.3
|
)
|
|
(6.3
|
)
|
Other current liabilities
|
(28.5
|
)
|
|
(2.9
|
)
|
Long-term debt
|
—
|
|
|
(0.2
|
)
|
Deferred tax liability - long-term
|
(136.5
|
)
|
|
(18.7
|
)
|
Other liabilities
|
(10.9
|
)
|
|
—
|
|
Noncontrolling interest
|
(9.7
|
)
|
|
—
|
|
Total acquisition cost
|
$
|
1,887.2
|
|
|
$
|
96.5
|
|
Acquisition-Related Expenses
The Company incurs transaction-related expenses in conjunction with both completed and contemplated acquisitions. These expenses generally include third party costs for due diligence, advisory services and transaction success fees. During the years ended September 30, 2019, 2018 and 2017, the Company incurred transaction-related expenses of $8.9, $23.4 and $29.9, respectively, which were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. In addition, during the year ended September 30, 2017, the Company recorded net foreign currency gains of $30.0 related to cash held in Pounds Sterling to fund the acquisition of the Weetabix Group, which were recorded in “Selling, general and administrative expenses” in the Consolidated Statement of Operations.
Unaudited Pro Forma Information
The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of all businesses acquired in fiscal 2018 and 2017 for the periods presented as if the fiscal 2018 acquisition had occurred on October 1, 2016 and the fiscal 2017 acquisitions had occurred on October 1, 2015. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, interest expense related to the financing of the business combinations, inventory revaluation adjustments on acquired businesses, acquisition costs and related income taxes. The following unaudited pro forma information has been prepared for
comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Pro forma net sales
|
$
|
6,423.8
|
|
|
$
|
5,258.3
|
|
Pro forma net earnings available to common shareholders
|
$
|
486.4
|
|
|
$
|
23.6
|
|
Pro forma basic earnings per share
|
$
|
7.30
|
|
|
$
|
0.35
|
|
Pro forma diluted earnings per share
|
$
|
6.54
|
|
|
$
|
0.34
|
|
NOTE 6 — RESTRUCTURING
In February 2018, the Company announced its plan to close its cereal manufacturing facility in Clinton, Massachusetts, which manufactured certain Weetabix NA products distributed in North America. The transfer of production capabilities to other Post Consumer Brands facilities and the closure of the Clinton, Massachusetts facility was completed at September 30, 2019. For additional information on assets held for sale related to the closure, see Note 7.
In May 2015, the Company announced its plan to consolidate its cereal business administrative offices into its Lakeville, Minnesota location. In connection with the consolidation, the Company closed its office located in Parsippany, New Jersey and relocated those functions, as well as certain functions located in Battle Creek, Michigan, to the Lakeville office. The Parsippany office closure was completed during fiscal 2016, and final cash payments for employee-related costs were made in fiscal 2017. No additional restructuring costs were incurred in fiscal 2019, 2018 or 2017.
Amounts related to the restructuring events are shown in the following table. All costs are recognized in “Selling, general and administrative expenses” in the Consolidated Statements of Operations with the exception of accelerated depreciation expense incurred in the year ended September 30, 2019, which is included in “Cost of goods sold.” These expenses are not included in the measure of segment performance for any segment (see Note 23).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee-Related Costs
|
|
Accelerated Depreciation
|
|
Total
|
Balance, September 30, 2016
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Cash payments
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
Balance, September 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charge to expense
|
2.7
|
|
|
2.5
|
|
|
5.2
|
|
Non-cash charges
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
Balance, September 30, 2018
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Charge to expense
|
2.2
|
|
|
7.3
|
|
|
9.5
|
|
Cash payments
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
Non-cash charges
|
—
|
|
|
(7.3
|
)
|
|
(7.3
|
)
|
Balance, September 30, 2019
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
Total expected restructuring charge
|
$
|
16.0
|
|
|
$
|
12.3
|
|
|
$
|
28.3
|
|
Cumulative incurred to date
|
16.0
|
|
|
12.3
|
|
|
28.3
|
|
Remaining expected restructuring charge
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NOTE 7 — DIVESTITURES AND AMOUNTS HELD FOR SALE
Divestiture
On October 1, 2018, the Company completed the 8th Avenue Transactions in which Post and THL separately capitalized 8th Avenue and 8th Avenue became the holding company for Post’s historical private brands business. Post received gross proceeds of $875.0 from the 8th Avenue Transactions, as well as $16.8 related to final working capital adjustments, retaining shares of common stock equal to 60.5% of the common equity in 8th Avenue. Post’s gross proceeds consisted of (i) $250.0 from THL and (ii) $625.0 from a committed senior increasing rate bridge loan (the “2018 Bridge Loan”), which was funded in fiscal 2018 prior to the closing of the 8th Avenue Transactions (see Note 17). THL received 2.5 shares of 8th Avenue preferred stock with an 11% cumulative, quarterly compounding dividend and a $100.00 per share liquidation value and shares of common stock equal to 39.5% of the common equity in 8th Avenue. During the year ended September 30, 2019, the Company recorded a gain of $126.6 related to the 8th Avenue Transactions, which was reported as “Gain on sale of business” in the Consolidated Statement of
Operations. The gain included foreign exchange losses previously recorded in accumulated OCI of $42.1. Effective October 1, 2018, 8th Avenue was no longer consolidated in the Company’s financial statements and the 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. For additional information regarding the Company’s equity method investment in 8th Avenue, refer to Note 9. The Company incurred third party costs attributable to the 8th Avenue Transactions of $9.9, $12.4 and $0.6 in the years ended September 30, 2019, 2018 and 2017, respectively.
In order to calculate the total recorded gain related to the 8th Avenue Transactions of $126.6, management was required to estimate the fair value of the Company’s equity method investment in 8th Avenue. In making this estimate, management used an approach combining the estimated implied value from the 8th Avenue Transactions, an income approach and a market approach, in which the greatest value was placed on the implied value from the 8th Avenue Transactions. In order to calculate the fair value implied by the 8th Avenue Transactions, management was required to estimate the value of the 8th Avenue equity. In making this estimate, management used a lattice model, which required significant assumptions, including estimates for the term, credit spread, yield volatility and risk-free rates associated with 8th Avenue’s preferred stock. The income approach was based on discounted future cash flows and required significant assumptions, including estimates regarding future revenue, profitability and capital requirements. The market approach was based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and required an estimate of appropriate multiples based on the market data.
Amounts Held For Sale
The major classes of assets and liabilities comprising “Current assets held for sale,” “Other assets held for sale,” “Current liabilities held for sale ” and “Other liabilities held for sale” on the Consolidated Balance Sheets are shown in the following table.
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
Current assets held for sale
|
|
|
|
Restricted cash
|
$
|
—
|
|
|
$
|
0.7
|
|
Receivables, net
|
—
|
|
|
79.8
|
|
Inventories
|
—
|
|
|
111.6
|
|
Prepaid expenses and other current assets
|
—
|
|
|
1.5
|
|
Property, net (a)
|
9.9
|
|
|
1.4
|
|
|
$
|
9.9
|
|
|
$
|
195.0
|
|
Other assets held for sale
|
|
|
|
Property, net (a)
|
$
|
—
|
|
|
$
|
165.1
|
|
Goodwill
|
—
|
|
|
417.1
|
|
Other intangible assets, net
|
—
|
|
|
270.4
|
|
Other assets
|
—
|
|
|
4.0
|
|
|
$
|
—
|
|
|
$
|
856.6
|
|
Current liabilities held for sale
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
37.4
|
|
Other current liabilities
|
—
|
|
|
28.2
|
|
|
$
|
—
|
|
|
$
|
65.6
|
|
Other liabilities held for sale
|
|
|
|
Long-term debt (b)
|
$
|
—
|
|
|
$
|
614.6
|
|
Deferred income taxes
|
—
|
|
|
79.9
|
|
Other liabilities
|
—
|
|
|
0.6
|
|
|
$
|
—
|
|
|
$
|
695.1
|
|
|
|
(a)
|
In accordance with ASC Topic 360, “Property, Plant, and Equipment,” the land and buildings classified as held for sale in Clinton, Massachusetts and Asheboro, North Carolina were classified as current and the 8th Avenue properties held for sale were classified as noncurrent on the Consolidated Balance Sheets.
|
|
|
(b)
|
In connection with the 8th Avenue Transactions, the Company classified its 2018 Bridge Loan and associated debt issuance costs as held for sale at September 30, 2018. See Note 17 for information about the 2018 Bridge Loan.
|
In connection with the closure of the Company’s Post Consumer Brands cereal manufacturing facility in Clinton, Massachusetts (see Note 6), the Company had a manufacturing plant held for sale with a book value of $8.4 at September 30, 2019 and a warehouse
held for sale with a book value of $1.4 at September 30, 2018. The warehouse was sold in November 2018. Additionally, the Company had land and a building with a combined book value of $1.5 classified as held for sale at its Post Consumer Brands manufacturing facility in Asheboro, North Carolina at September 30, 2019. In connection with the 8th Avenue Transactions, the Company had assets and liabilities held for sale at September 30, 2018.
Held for sale net gains of $127.2 and $0.2 were recorded in the years ended September 30, 2019 and 2017, respectively. In the year ended September 30, 2019, in connection with the 8th Avenue Transactions, the Company recorded a gain of $126.6, which was reported as “Gain on sale of business,” as well as a loss of $2.6, which was included in “Loss on extinguishment of debt, net” in the Consolidated Statement of Operations. During the year ended September 30, 2019, a gain of $0.6 was recorded related to the sale of the Company’s Post Consumer Brands cereal warehouse in Clinton, Massachusetts and was included in “Other operating expenses, net” in the Consolidated Statement of Operations. In the year ended September 30, 2017, the net gain related to the September 2015 closure of the Company’s Dymatize manufacturing facility located in Farmers Branch, Texas and was included in “Other operating expenses, net” in the Consolidated Statement of Operations. There were no held for sale gains or losses recorded in the year ended September 30, 2018.
In the year ended September 30, 2019, there were no held for sale gains or losses recorded related to the Company’s manufacturing plant in Clinton, Massachusetts or the Company’s land and building in Asheboro, North Carolina as the book values of the assets were lower than fair value; therefore, no fair value adjustments were recorded at the time the assets were classified as held for sale. Any final adjustments to the fair values of the assets will be recognized upon the sale of the property.
NOTE 8 — GOODWILL
On October 1, 2018, the Company completed the reorganization of its refrigerated foods businesses, which resulted in the assignment of the foodservice and retail components previously included in the historical Refrigerated Food segment to its Foodservice and Refrigerated Retail segments. In connection with the reorganization, the Company assigned goodwill previously reported within the historical Refrigerated Food segment to reporting units within the Foodservice and Refrigerated Retail segments at September 30, 2018. The historical Refrigerated Food segment contained two reporting units: refrigerated food and cheese and dairy. The Company’s cheese and dairy reporting unit was not impacted by the reorganization and is now reported within the Refrigerated Retail segment. The remaining goodwill balance within the refrigerated food reporting unit at September 30, 2018 was allocated between the Foodservice and Refrigerated Retail segments based on the relative fair value of the businesses. The fair values of the foodservice and refrigerated retail businesses were determined using methodologies consistent with the Company’s annual goodwill impairment assessment. Due to the level of integration within the business, it was impracticable to assign goodwill separately to the Foodservice and Refrigerated Retail segments at September 30, 2017, and as a result, goodwill for the historical Refrigerated Food segment is reported within the Foodservice segment.
The changes in the carrying amount of goodwill by segment are noted in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post Consumer Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated Retail
|
|
Active Nutrition
|
|
Private Brands
|
|
Total
|
Balance, September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (gross)
|
$
|
1,999.6
|
|
|
$
|
926.9
|
|
|
$
|
1,231.6
|
|
|
$
|
—
|
|
|
$
|
180.7
|
|
|
$
|
417.1
|
|
|
$
|
4,755.9
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.8
|
)
|
|
—
|
|
|
(723.9
|
)
|
Goodwill (net)
|
$
|
1,390.5
|
|
|
$
|
926.9
|
|
|
$
|
1,231.6
|
|
|
$
|
—
|
|
|
$
|
65.9
|
|
|
$
|
417.1
|
|
|
$
|
4,032.0
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
898.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898.3
|
|
Transfer of goodwill
|
—
|
|
|
—
|
|
|
(793.8
|
)
|
|
793.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition related adjustment
|
12.6
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
Held for sale assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417.1
|
)
|
|
(417.1
|
)
|
Currency translation adjustment
|
(0.2
|
)
|
|
(24.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.1
|
)
|
Balance, September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (gross)
|
$
|
2,012.0
|
|
|
$
|
900.9
|
|
|
$
|
1,336.1
|
|
|
$
|
793.8
|
|
|
$
|
180.7
|
|
|
$
|
—
|
|
|
$
|
5,223.5
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.8
|
)
|
|
—
|
|
|
(723.9
|
)
|
Goodwill (net)
|
$
|
1,402.9
|
|
|
$
|
900.9
|
|
|
$
|
1,336.1
|
|
|
$
|
793.8
|
|
|
$
|
65.9
|
|
|
$
|
—
|
|
|
$
|
4,499.6
|
|
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
Acquisition related adjustment
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
Currency translation adjustment
|
(0.2
|
)
|
|
(50.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.4
|
)
|
Balance, September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (gross)
|
$
|
2,011.8
|
|
|
$
|
850.7
|
|
|
$
|
1,335.6
|
|
|
$
|
793.6
|
|
|
$
|
180.7
|
|
|
$
|
—
|
|
|
$
|
5,172.4
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
(114.8
|
)
|
|
—
|
|
|
(772.6
|
)
|
Goodwill (net)
|
$
|
1,402.7
|
|
|
$
|
850.7
|
|
|
$
|
1,335.6
|
|
|
$
|
744.9
|
|
|
$
|
65.9
|
|
|
$
|
—
|
|
|
$
|
4,399.8
|
|
Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the business is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. In fiscal 2019, 2018 and 2017, the Company elected not to perform a qualitative assessment and instead performed a quantitative impairment test for all reporting units.
The estimated fair value is determined using a combined income and market approach with a greater weighting on the income approach. The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability and capital requirements. The market approach is based on a market multiple (revenue and EBITDA) and requires an estimate of appropriate multiples based on market data.
For the year ended September 30, 2019, the Company recorded a charge of $48.7 for the impairment of goodwill. The impairment charge related to the Refrigerated Retail segment and was primarily related to lost distribution with customers and a shift in supplier and consumer preferences to private label cheese products and away from branded cheese products.
The Company did not record a goodwill impairment charge at September 30, 2018, as all reporting units passed the quantitative impairment test.
For the year ended September 30, 2017, the Company recorded a charge of $26.5 for the impairment of goodwill. The impairment charge related to the Dymatize reporting unit which is included in the Active Nutrition segment. In fiscal 2017, consistent with the prior year, the specialty sports nutrition category, in which Dymatize sold the majority of its products, continued to experience weak sales, which resulted in management lowering its long-term expectations for the Dymatize reporting unit. After conducting the impairment analysis, it was determined that the carrying value of the Dymatize reporting unit exceeded its fair value by $76.6, and the Company recorded an impairment charge for goodwill down to the fair value. At the time of the analysis, the Dymatize reporting unit had $26.5 of remaining goodwill, and therefore an impairment charge for the entire goodwill balance of $26.5 was recorded.
These fair value measurements fell within Level 3 of the fair value hierarchy (see Note 16). The goodwill impairment losses are aggregated with trademark impairment losses in “Impairment of goodwill and other intangible assets” in the Consolidated Statements of Operations.
NOTE 9 — EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS
8th Avenue
In connection with the 8th Avenue Transactions, the Company has a 60.5% common equity retained interest in 8th Avenue that is accounted for using the equity method. In determining the accounting treatment of the retained interest, management concluded that 8th Avenue was not a variable interest entity as defined by ASC Topic 810, “Consolidation” and, as such, was evaluated under the voting interest model. Based on the terms of 8th Avenue’s governing documents, management determined that the Company does not have a controlling voting interest in 8th Avenue due to substantive participating rights held by THL associated with the governance of 8th Avenue. However, the Company does retain significant influence, and therefore, the use of the equity method of accounting is required.
The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue:
|
|
|
|
|
|
Year Ended
September 30, 2019
|
8th Avenue’s net loss available to 8th Avenue’s common shareholders
|
$
|
(46.7
|
)
|
|
60.5
|
%
|
Equity method loss available to Post
|
$
|
(28.3
|
)
|
Less: Amortization of basis difference, net of tax (a)
|
8.8
|
|
Equity method loss, net of tax
|
$
|
(37.1
|
)
|
|
|
(a)
|
The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a total basis difference of $70.3. The basis difference related to inventory of $2.0, net of tax, was included in equity method loss in the year ended September 30, 2019. The basis difference related to property, plant and equipment and other intangible assets is being amortized over the weighted average useful lives of the assets. At September 30, 2019, the remaining basis difference to be amortized was $61.5.
|
Summarized financial information of 8th Avenue is presented in the following tables.
|
|
|
|
|
|
Year Ended
September 30, 2019
|
Net sales
|
$
|
838.5
|
|
Gross profit
|
$
|
139.6
|
|
|
|
Net loss
|
$
|
(17.6
|
)
|
Less: Preferred stock dividend
|
29.1
|
|
Net Loss Available to 8th Avenue Common Shareholders
|
$
|
(46.7
|
)
|
|
|
|
September 30, 2019
|
Current assets
|
$
|
209.2
|
|
Other assets
|
826.2
|
|
Total Assets
|
$
|
1,035.4
|
|
|
|
Current portion of long-term debt
|
$
|
5.3
|
|
Accounts payable and other current liabilities
|
74.3
|
|
Long-term debt
|
644.9
|
|
Other liabilities
|
76.5
|
|
Total Liabilities
|
801.0
|
|
Preferred stock
|
29.1
|
|
Other shareholders’ equity
|
205.3
|
|
Shareholders’ Equity
|
234.4
|
|
Total Liabilities and Shareholders’ Equity
|
$
|
1,035.4
|
|
Prior to the 8th Avenue Transactions, Post’s historical private brands business used certain functions and services performed by the Company. These functions and services included information systems, sales and marketing, procurement, accounting shared services, legal, tax, human resources, payroll and cash management. After the completion of the 8th Avenue Transactions, the Company continues to provide many of these services to 8th Avenue under a master services agreement (the “MSA”). In addition, Post and THL both provide certain advisory services to 8th Avenue for a fee. During the year ended September 30, 2019, the Company recorded MSA and advisory income of $4.1, which was recorded in “Selling, general and administrative expenses” in the Consolidated Statement of Operations. No such income was recorded in the years ended September 30, 2018 or 2017.
During the year ended September 30, 2019, the Company had net sales to 8th Avenue of $4.7 and purchases from and royalties paid to 8th Avenue of $9.4. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was $140.5 at September 30, 2019 and was included in “Equity method investments” on the Consolidated Balance Sheet. The Company had current receivables, current payables and a long-term liability with 8th Avenue of $5.1, $0.6 and $0.7, respectively, at September 30, 2019, related to the separation of 8th Avenue from the Company, the closing of the 8th Avenue Transactions, MSA fees, pass-through charges owed by 8th Avenue to the Company and related party sales and purchases. The current receivables, current payables and long-term liability were included in “Receivables, net,” “Accounts payable” and “Other liabilities,” respectively, on the Consolidated Balance Sheet.
Alpen and Weetabix East Africa
The Company holds an equity interest in two legal entities, Alpen Food Company South Africa (Pty) Limited (“Alpen”) and Weetabix East Africa Limited (“Weetabix East Africa”).
Alpen is a South African-based company that produces 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 investment in Alpen was $5.0 and $5.2 at September 30, 2019 and 2018, respectively, and was included in “Equity method investments” on the Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.5 and $1.0 at September 30, 2019 and 2018, respectively, which was included in “Other assets” on the Consolidated Balance Sheets.
Weetabix East Africa is a Kenyan-based company that produces RTE cereal and muesli. The Company owns 50.1% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on Weetabix East Africa’s board of directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements and its assets and results from operations are reported in the Weetabix segment (see Note 23).
NOTE 10 — INCOME TAXES
The components of “Earnings before Income Taxes and Equity Method Loss” on the Consolidated Statements of Operations and other summary information is presented in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Domestic
|
$
|
80.4
|
|
|
$
|
289.0
|
|
|
$
|
49.7
|
|
Foreign
|
78.7
|
|
|
(24.3
|
)
|
|
24.7
|
|
Earnings before Income Taxes and Equity Method Loss
|
$
|
159.1
|
|
|
$
|
264.7
|
|
|
$
|
74.4
|
|
|
|
|
|
|
|
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
Effective income tax rate
|
(2.5
|
)%
|
|
(77.1
|
)%
|
|
35.1
|
%
|
The (benefit) expense for income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Current:
|
|
|
|
|
|
Federal
|
$
|
61.5
|
|
|
$
|
27.3
|
|
|
$
|
(5.8
|
)
|
State
|
2.6
|
|
|
5.2
|
|
|
4.3
|
|
Foreign
|
12.3
|
|
|
20.0
|
|
|
10.2
|
|
|
76.4
|
|
|
52.5
|
|
|
8.7
|
|
Deferred:
|
|
|
|
|
|
Federal
|
(61.8
|
)
|
|
(253.5
|
)
|
|
19.7
|
|
State
|
(15.2
|
)
|
|
21.4
|
|
|
2.7
|
|
Foreign
|
(3.3
|
)
|
|
(24.4
|
)
|
|
(5.0
|
)
|
|
(80.3
|
)
|
|
(256.5
|
)
|
|
17.4
|
|
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
A reconciliation of income tax (benefit) expense with amounts computed at the statutory federal rate follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Computed tax (a)
|
$
|
33.4
|
|
|
$
|
64.9
|
|
|
$
|
26.1
|
|
Enacted tax law and changes, including the Tax Act (a)
|
(4.8
|
)
|
|
(270.9
|
)
|
|
—
|
|
Non-deductible goodwill impairment loss
|
6.9
|
|
|
—
|
|
|
7.2
|
|
Non-deductible compensation
|
2.7
|
|
|
1.2
|
|
|
1.8
|
|
Non-deductible transaction costs
|
2.2
|
|
|
1.5
|
|
|
2.9
|
|
Domestic production activities deduction
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
State income tax (benefit) expense, net of effect on federal tax
|
(0.7
|
)
|
|
5.6
|
|
|
0.8
|
|
Non-taxable interest income
|
—
|
|
|
(2.4
|
)
|
|
(3.4
|
)
|
Valuation allowances
|
6.6
|
|
|
4.1
|
|
|
4.8
|
|
Change in deferred tax rates
|
(4.6
|
)
|
|
0.3
|
|
|
—
|
|
Uncertain tax positions
|
(7.9
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
Net losses and basis difference attributable to equity method investment
|
4.4
|
|
|
—
|
|
|
—
|
|
Income tax credits
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
Rate differential on foreign income
|
(7.7
|
)
|
|
(5.3
|
)
|
|
(6.8
|
)
|
Excess tax benefits for share-based payments
|
(33.4
|
)
|
|
(1.8
|
)
|
|
(6.2
|
)
|
Other, net (none in excess of 5% of statutory tax)
|
2.0
|
|
|
6.7
|
|
|
0.8
|
|
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
|
|
(a)
|
Fiscal 2019 and 2017 federal corporate income tax was computed at the federal statutory rate of 21% and 35%, respectively. Fiscal 2018 federal corporate income tax was computed using a blended U.S. federal corporate income tax rate of 24.5%, as discussed below.
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax non-current assets (liabilities) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Assets
|
|
Liabilities
|
|
Net
|
|
Assets
|
|
Liabilities
|
|
Net
|
Accrued vacation, incentive and severance
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
Inventory
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
Accrued liabilities
|
15.6
|
|
|
—
|
|
|
15.6
|
|
|
17.4
|
|
|
—
|
|
|
17.4
|
|
Property
|
—
|
|
|
(173.4
|
)
|
|
(173.4
|
)
|
|
—
|
|
|
(161.7
|
)
|
|
(161.7
|
)
|
Intangible assets
|
—
|
|
|
(652.4
|
)
|
|
(652.4
|
)
|
|
—
|
|
|
(688.3
|
)
|
|
(688.3
|
)
|
Pension and other postretirement benefits
|
—
|
|
|
(11.2
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
(15.3
|
)
|
|
(15.3
|
)
|
Basis difference attributable to equity method investment
|
—
|
|
|
(30.0
|
)
|
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock-based and deferred compensation
|
19.9
|
|
|
—
|
|
|
19.9
|
|
|
27.5
|
|
|
—
|
|
|
27.5
|
|
Derivative mark-to-market adjustments
|
98.5
|
|
|
—
|
|
|
98.5
|
|
|
18.1
|
|
|
—
|
|
|
18.1
|
|
Disallowed interest carryforwards
|
29.7
|
|
|
—
|
|
|
29.7
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
Net operating loss and credit carryforwards
|
30.8
|
|
|
—
|
|
|
30.8
|
|
|
27.2
|
|
|
—
|
|
|
27.2
|
|
Other items
|
4.5
|
|
|
(1.8
|
)
|
|
2.7
|
|
|
4.7
|
|
|
(3.2
|
)
|
|
1.5
|
|
Total gross deferred income taxes
|
212.9
|
|
|
(868.8
|
)
|
|
(655.9
|
)
|
|
115.8
|
|
|
(868.5
|
)
|
|
(752.7
|
)
|
Valuation allowance
|
(32.6
|
)
|
|
—
|
|
|
(32.6
|
)
|
|
(25.7
|
)
|
|
—
|
|
|
(25.7
|
)
|
Total deferred taxes
|
$
|
180.3
|
|
|
$
|
(868.8
|
)
|
|
$
|
(688.5
|
)
|
|
$
|
90.1
|
|
|
$
|
(868.5
|
)
|
|
$
|
(778.4
|
)
|
As of September 30, 2019, the Company had U.S. federal net operating loss (“NOL”) carryforwards totaling approximately $47.2, which have expiration dates beginning in fiscal 2022 and extending through fiscal 2034, as well as state NOL carryforwards totaling approximately $604.9, which have expiration dates beginning in fiscal 2020 and extending through fiscal 2039. As of September 30, 2019, the Company had NOL carryforwards in foreign jurisdictions of $9.1.
As certain of these NOLs and carryforwards were acquired through acquisitions, the deductibility of the NOLs is subject to limitation under section 382 of the Internal Revenue Code (“IRC”) and similar limitations under state tax law. Giving consideration to IRC section 382 and state limitations, the Company believes it will generate sufficient taxable income to fully utilize the U.S. federal and certain state NOLs before they expire. As of September 30, 2019, approximately $19.6 of the deferred tax asset related to the state NOLs has been offset by a valuation allowance based on management’s judgment that it is more likely than not that the benefits of those deferred tax assets will not be realized in the future.
No provision has been made for income taxes on undistributed earnings of consolidated foreign subsidiaries of $50.9 at September 30, 2019, as it is the Company’s intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the additional income taxes and applicable foreign withholding taxes that would be payable on the remittance of such undistributed earnings.
Tax Act
In fiscal 2018, the effective tax rate was impacted by the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017. The Tax Act resulted in significant impacts to the Company’s accounting for income taxes with the most significant of these impacts relating to the reduction of the U.S. federal corporate income tax rate, a one-time transition tax on unrepatriated foreign earnings and full expensing of certain qualified depreciable assets placed in service after September 27, 2017 and before January 1, 2023. The Tax Act enacted a new U.S. federal corporate income tax rate of 21% that went into effect for the Company’s 2019 tax year and was prorated with the pre-December 22, 2017 U.S. federal corporate income tax rate of 35% for the Company’s 2018 tax year. This proration resulted in a blended U.S. federal corporate income tax rate of 24.5% for fiscal 2018. During the year ended September 30, 2018, the Company (i) remeasured its existing deferred tax assets and liabilities considering both the 2018 blended rate and the 21% rate for future periods and recorded a provisional tax benefit of $281.2 and (ii) calculated the one-time transition tax and recorded provisional tax expense of $10.3. Full expensing of certain depreciable assets will result in a temporary difference and will be analyzed as assets are placed in service. During the year ended September 30, 2019, in connection with preparing its fiscal 2018 corporate income tax returns, the Company recorded tax benefits related to the (i) re-measurement of its existing deferred tax assets and liabilities and (ii) adjustment to the one-time transition tax of $0.2
and $4.6, respectively. The Tax Act subjects U.S. corporations to a tax on global low-taxed income, which the Company has elected to recognize in the period in which it is incurred.
Unrecognized Tax Benefits
The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The tax benefits recognized from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made.
Unrecognized tax benefits activity for the years ended September 30, 2019, 2018 and 2017 is presented in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
|
2017
|
Balance, beginning of year
|
$
|
9.9
|
|
|
$
|
8.6
|
|
|
$
|
9.3
|
|
Additions for tax positions taken in current year and acquisitions
|
0.1
|
|
|
2.0
|
|
|
—
|
|
Additions (reductions) for tax positions taken in prior years
|
5.7
|
|
|
(0.1
|
)
|
|
—
|
|
Held for sale liabilities
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
Settlements with tax authorities/statute expirations
|
(7.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
Balance, end of year
|
$
|
8.6
|
|
|
$
|
9.9
|
|
|
$
|
8.6
|
|
The amount of the net unrecognized tax benefits that, if recognized, would directly affect the effective tax rate was $8.2 at September 30, 2019. The Company believes that, due to expiring statutes of limitations and settlements with tax authorities, it is reasonably possible that the total unrecognized tax benefits may decrease up to approximately $0.4 within twelve months of the reporting date.
The Company computes tax-related interest and penalties as the difference between the tax position recognized for financial reporting purposes and the amount previously taken on the Company’s tax returns and classifies these amounts as components of income tax (benefit) expense. The Company recorded (benefit) expense of $(2.5), $0.8 and $0.3 related to interest and penalties in the years ended September 30, 2019, 2018 and 2017, respectively. The Company had accrued interest and penalties of $1.0 and $3.5 at September 30, 2019 and 2018, respectively. The accrued interest and penalties are not included in the table above.
U.S. federal, U.S. state and foreign jurisdictions income tax returns for the tax years ended September 30, 2018, 2017, 2016 and 2015 are subject to examination by the tax authorities in each respective jurisdiction. During the year ended September 30, 2019, the Internal Revenue Service initiated an examination of the Company’s 2015, 2016 and 2017 U.S. federal income tax returns. The Company does not expect the examination will have a material impact on its consolidated financial statements.
With respect to the Bob Evans acquisition, the Company assumed all income tax liabilities for those jurisdictions which remain subject to examination, primarily consisting of tax years ended April 2015 through the short tax year ended January 11, 2018, the date of acquisition. With respect to the fiscal 2017 acquisition of the Weetabix Group, the Company assumed substantially all income tax liabilities for those jurisdictions which remain subject to examination. With respect to the NPE acquisition made in fiscal 2017, the seller generally retained responsibility for all income tax liabilities through the date of acquisition.
NOTE 11 — EARNINGS PER SHARE
Basic earnings per share is based on the average number of shares of common stock outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. The impact of potentially dilutive convertible preferred stock is calculated using the “if-converted” method. For the periods outstanding, the Company’s tangible equity units (“TEUs”) (see Note 21) were assumed to be settled at the minimum settlement amount of 1.7114 shares per TEU for weighted-average shares for basic earnings per share. For diluted earnings per share, the TEUs, to the extent dilutive, were assumed to be settled at a conversion factor based on the daily volume-weighted-average price per share of the Company’s common stock not to exceed 2.0964 shares per TEU. All TEU purchase contracts were settled as of June 1, 2017.
In the second quarter of fiscal 2019, the Company completed the redemption of its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (“Series C Preferred”). Substantially all of the 3.2 shares of Series C Preferred outstanding as of January 10, 2019, the date the Series C Preferred redemption was announced, were converted into 5.9 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series C Preferred, and the remaining shares of Series C Preferred were redeemed. In the second quarter of fiscal 2018, the Company completed the redemption of its 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (“Series B Preferred”). Substantially all of the 1.5 shares of Series B Preferred outstanding as of January 10, 2018, the date the redemption was announced, were converted into 3.1 shares of the Company’s common stock
pursuant to the conversion rights applicable to the Series B Preferred, and the remaining shares of Series B Preferred were redeemed. For additional information on the Series C Preferred and Series B Preferred conversions, see Note 22.
The following table sets forth the computation of basic and diluted earnings per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Net earnings for basic earnings per share
|
$
|
121.7
|
|
|
$
|
457.3
|
|
|
$
|
34.8
|
|
Dilutive preferred stock dividends
|
3.0
|
|
|
10.0
|
|
|
—
|
|
Net earnings for diluted earnings per share
|
$
|
124.7
|
|
|
$
|
467.3
|
|
|
$
|
34.8
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
70.8
|
|
|
66.6
|
|
|
65.2
|
|
Effect of TEUs on weighted-average shares for basic earnings per share
|
—
|
|
|
—
|
|
|
2.6
|
|
Weighted-average shares for basic earnings per share
|
70.8
|
|
|
66.6
|
|
|
67.8
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Stock options
|
1.6
|
|
|
1.8
|
|
|
1.8
|
|
Stock appreciation rights
|
0.1
|
|
|
0.1
|
|
|
—
|
|
Restricted stock awards
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
Preferred shares conversion to common
|
2.1
|
|
|
7.0
|
|
|
—
|
|
Total dilutive securities
|
4.3
|
|
|
9.3
|
|
|
2.1
|
|
Weighted-average shares for diluted earnings per share
|
75.1
|
|
|
75.9
|
|
|
69.9
|
|
|
|
|
|
|
|
Basic earnings per common share
|
$
|
1.72
|
|
|
$
|
6.87
|
|
|
$
|
0.51
|
|
Diluted earnings per common share
|
$
|
1.66
|
|
|
$
|
6.16
|
|
|
$
|
0.50
|
|
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share as they were anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Stock options
|
0.1
|
|
|
0.6
|
|
|
0.3
|
|
Restricted stock awards
|
—
|
|
|
0.1
|
|
|
—
|
|
Preferred shares conversion to common
|
—
|
|
|
—
|
|
|
9.1
|
|
NOTE 12 — SUPPLEMENTAL OPERATIONS STATEMENT AND CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Advertising and promotion expenses (a)
|
$
|
122.3
|
|
|
$
|
153.4
|
|
|
$
|
159.7
|
|
Repair and maintenance expenses
|
156.9
|
|
|
149.1
|
|
|
162.6
|
|
Research and development expenses
|
25.0
|
|
|
25.1
|
|
|
18.6
|
|
Rent expense
|
40.1
|
|
|
41.3
|
|
|
41.8
|
|
Interest income
|
(7.9
|
)
|
|
(7.4
|
)
|
|
(6.8
|
)
|
Interest paid
|
344.4
|
|
|
373.9
|
|
|
333.6
|
|
Income taxes paid
|
65.0
|
|
|
23.0
|
|
|
29.6
|
|
Accrued additions to property
|
24.7
|
|
|
30.4
|
|
|
21.0
|
|
|
|
(a)
|
As a result of the adoption of ASU 2014-09, certain payments to customers totaling $23.7 in the year ended September 30, 2019 previously classified as advertising and promotion expenses were classified as net sales. For additional information, see Note 3.
|
NOTE 13 — SUPPLEMENTAL BALANCE SHEET INFORMATION
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
Receivables, net
|
|
|
|
Trade
|
$
|
408.4
|
|
|
$
|
412.8
|
|
Income tax receivable
|
21.9
|
|
|
41.5
|
|
Other
|
16.8
|
|
|
10.3
|
|
|
447.1
|
|
|
464.6
|
|
Allowance for doubtful accounts
|
(2.0
|
)
|
|
(2.3
|
)
|
|
$
|
445.1
|
|
|
$
|
462.3
|
|
Inventories
|
|
|
|
Raw materials and supplies
|
$
|
99.4
|
|
|
$
|
107.8
|
|
Work in process
|
19.4
|
|
|
17.8
|
|
Finished products
|
425.4
|
|
|
324.1
|
|
Flocks
|
35.6
|
|
|
34.5
|
|
|
$
|
579.8
|
|
|
$
|
484.2
|
|
Other Assets
|
|
|
|
Pension asset
|
$
|
166.7
|
|
|
$
|
167.0
|
|
Hedging assets - non-current
|
19.3
|
|
|
52.0
|
|
Other
|
19.5
|
|
|
27.8
|
|
|
$
|
205.5
|
|
|
$
|
246.8
|
|
Accounts Payable
|
|
|
|
Trade
|
$
|
349.6
|
|
|
$
|
329.3
|
|
Book cash overdrafts
|
35.1
|
|
|
26.7
|
|
Other
|
10.9
|
|
|
9.1
|
|
|
$
|
395.6
|
|
|
$
|
365.1
|
|
Other Current Liabilities
|
|
|
|
Advertising and promotion
|
$
|
45.2
|
|
|
$
|
53.6
|
|
Accrued interest
|
46.0
|
|
|
38.5
|
|
Accrued compensation
|
85.3
|
|
|
114.2
|
|
Hedging liabilities
|
87.6
|
|
|
27.7
|
|
Accrued legal settlements
|
16.1
|
|
|
23.9
|
|
Accrued appraisal rights and related interest
|
19.1
|
|
|
—
|
|
Other
|
94.5
|
|
|
81.4
|
|
|
$
|
393.8
|
|
|
$
|
339.3
|
|
Other Liabilities
|
|
|
|
Pension and other postretirement benefit obligations
|
$
|
66.0
|
|
|
$
|
53.3
|
|
Hedging liabilities - non-current
|
330.5
|
|
|
113.7
|
|
Accrued compensation - non-current
|
34.0
|
|
|
30.4
|
|
Accrued appraisal rights and related interest
|
—
|
|
|
267.0
|
|
Other
|
26.4
|
|
|
34.9
|
|
|
$
|
456.9
|
|
|
$
|
499.3
|
|
NOTE 14 — ALLOWANCE FOR DOUBTFUL ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
|
2017
|
Balance, beginning of year
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Provision charged to expense
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
Write-offs, less recoveries
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(0.3
|
)
|
Held for sale assets
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
Other (a)
|
—
|
|
|
2.3
|
|
|
—
|
|
Balance, end of year
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
|
(a)
|
Other items are primarily related to acquisitions.
|
NOTE 15 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials, energy and fuel and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
At September 30, 2019, the Company’s derivative instruments consisted of:
Not designated as hedging instruments under ASC Topic 815
|
|
•
|
Commodity and energy futures and option contracts which relate to inputs that generally will be utilized within the next year;
|
|
|
•
|
a pay-fixed, receive-variable interest rate swap maturing in May 2021 that requires monthly settlements and has the effect of hedging interest payments on debt expected to be issued but not yet priced; and
|
|
|
•
|
rate-lock interest rate swaps that require seven lump sum settlements with the first settlement occurring in December 2019 and the last in July 2023 and have the effect of hedging interest payments on debt expected to be issued but not yet priced.
|
Designated as hedging instruments under ASC Topic 815
|
|
•
|
Pay-fixed, receive-fixed cross-currency swaps with maturities in July 2022 that require quarterly cash settlements and are used as net investment hedges of the Company’s investment in the Weetabix Group, which is denominated in Pounds Sterling; and
|
|
|
•
|
a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements and is used as a cash flow hedge of forecasted interest payments on the Company’s variable rate term loan.
|
In the first quarter of fiscal 2019, the Company terminated $800.0 and $214.2 notional value of its interest rate swap and cross-currency swap contracts, respectively, that were designated as hedging instruments. In connection with the interest rate swap terminations, the Company received cash proceeds of $29.8, and reclassified previously recorded gains from accumulated OCI to “Interest expense, net” in the Consolidated Statement of Operations for the year ended September 30, 2019. In connection with the cross-currency swap terminations, the Company received cash proceeds of $26.2, which were recorded in accumulated OCI. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event all U.K.-based operations are liquidated.
In the second quarter of fiscal 2018, the Company changed the designation of its foreign currency forward contracts from a cash flow hedge to a non-designated hedging instrument. In connection with the new designation, the Company reclassified gains previously recorded in accumulated OCI of $1.8, of which $1.3 was reclassified to “Selling, general and administrative expenses” in the Consolidated Statement of Operations for the year ended September 30, 2018, and $0.5 was reclassified to “Property, net” on the Consolidated Balance Sheet as of September 30, 2018.
As of July 1, 2017, the Company changed the designation of its cross-currency swap contracts from a non-designated hedging instrument to a net investment hedge. Prior to its designation as a net investment hedge, the Company had reported non-cash mark-to-market adjustments related to the cross-currency swaps in “Expense (income) on swaps, net” in the Consolidated Statements of Operations.
The following table shows the notional amounts of derivative instruments held.
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
|
September 30,
2018
|
Not designated as hedging instruments under ASC Topic 815:
|
|
|
|
|
Commodity contracts
|
|
$
|
47.1
|
|
|
$
|
64.3
|
|
Energy contracts
|
|
39.8
|
|
|
20.8
|
|
Foreign exchange contracts - Forward contracts
|
|
—
|
|
|
9.3
|
|
Interest rate swap
|
|
73.1
|
|
|
74.6
|
|
Interest rate swaps - Rate-lock swaps
|
|
1,531.0
|
|
|
1,649.3
|
|
Designated as hedging instruments under ASC Topic 815:
|
|
|
|
|
Foreign exchange contracts - Cross-currency swaps
|
|
448.7
|
|
|
662.9
|
|
Interest rate swap
|
|
200.0
|
|
|
1,000.0
|
|
The following tables present the balance sheet location and fair value of the Company’s derivative instruments on a gross and net basis as of September 30, 2019 and 2018, along with the portion designated as hedging instruments under ASC Topic 815. The Company does not offset derivative assets and liabilities within the Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Portion Designated as Hedging Instruments
|
|
|
Balance Sheet Location
|
|
September 30,
2019
|
|
September 30,
2018
|
|
September 30,
2019
|
|
September 30,
2018
|
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy contracts
|
|
Prepaid expenses and other current assets
|
|
0.7
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
Commodity contracts
|
|
Other assets
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
Energy contracts
|
|
Other assets
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
Foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
1.3
|
|
|
1.2
|
|
|
1.3
|
|
|
1.1
|
|
Foreign exchange contracts
|
|
Other assets
|
|
19.2
|
|
|
17.6
|
|
|
19.2
|
|
|
17.6
|
|
Interest rate swaps
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
Interest rate swaps
|
|
Other assets
|
|
—
|
|
|
33.9
|
|
|
—
|
|
|
30.6
|
|
|
|
|
|
$
|
23.2
|
|
|
$
|
66.4
|
|
|
$
|
20.5
|
|
|
$
|
55.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
Other current liabilities
|
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy contracts
|
|
Other current liabilities
|
|
1.5
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
Energy contracts
|
|
Other liabilities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange contracts
|
|
Other current liabilities
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.4
|
|
Foreign exchange contracts
|
|
Other liabilities
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
19.4
|
|
Interest rate swaps
|
|
Other current liabilities
|
|
85.1
|
|
|
23.6
|
|
|
1.6
|
|
|
—
|
|
Interest rate swaps
|
|
Other liabilities
|
|
330.4
|
|
|
94.3
|
|
|
6.2
|
|
|
—
|
|
|
|
|
|
$
|
418.1
|
|
|
$
|
141.4
|
|
|
$
|
7.8
|
|
|
$
|
20.8
|
|
The following tables present the effects of the Company’s derivative instruments on the Company’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income for the years ended September 30, 2019, 2018 and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Statement of Operations Location
|
|
Loss (Gain) Recognized in Statement of Operations
|
|
|
2019
|
|
2018
|
|
2017
|
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
2.8
|
|
|
$
|
4.0
|
|
|
$
|
(0.4
|
)
|
Energy contracts
|
|
Cost of goods sold
|
|
5.0
|
|
|
(6.4
|
)
|
|
(1.3
|
)
|
Foreign exchange contracts
|
|
Selling, general and administrative expenses
|
|
—
|
|
|
1.5
|
|
|
0.8
|
|
Foreign exchange contracts
|
|
Expense (income) on swaps, net
|
|
—
|
|
|
—
|
|
|
10.3
|
|
Interest rate swaps
|
|
Expense (income) on swaps, net
|
|
306.6
|
|
|
(95.6
|
)
|
|
(102.1
|
)
|
For the years ended September 2019, 2018, and 2017, “Expense (income) on swaps, net” related to our interest rate swaps not designated as hedging instruments included cash settlements paid of $13.5, $1.1 and $1.8, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Hedging Instruments
|
|
Loss (Gain) Recognized in OCI
|
|
(Gain) Loss Reclassified from Accumulated OCI into Earnings
|
|
Statement of Operations Location
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
Interest rate swaps
|
|
13.8
|
|
|
(44.2
|
)
|
|
5.6
|
|
|
(31.0
|
)
|
|
(2.3
|
)
|
|
0.7
|
|
|
Interest expense, net
|
Cross-currency swaps
|
|
(54.3
|
)
|
|
(27.8
|
)
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Expense (income) on swaps, net
|
Accumulated OCI included a $59.5 net gain on hedging instruments before taxes ($44.5 after taxes) at September 30, 2019, compared to a $50.0 net gain before taxes ($37.4 after taxes) at September 30, 2018. Approximately $1.6 of the net hedging losses reported in accumulated OCI at September 30, 2019 are expected to be reclassified into earnings within the next 12 months. For gains or losses associated with interest rate swaps, the reclassification will occur in conjunction with repayments of the principal balance of the related debt. A reclassification of gains and losses reported in accumulated OCI related to the cross-currency swaps will only occur in the event all U.K.-based operations are liquidated. Accumulated OCI included settlements of cross-currency swaps of $36.5 and $4.8 at September 30, 2019 and 2018, respectively. In connection with the settlements of cross-currency swaps, the Company recognized gains in accumulated OCI of $31.7 and $4.8 during the years ended September 30, 2019 and 2018, respectively.
At September 30, 2019 and 2018, the Company had pledged collateral of $3.7 and $4.5, respectively, related to its commodity and energy contracts. These amounts were classified as “Restricted cash” on the Consolidated Balance Sheets.
NOTE 16 — FAIR VALUE MEASUREMENTS
The following table presents the assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820. As of September 30, 2019, the Company adopted ASU 2018-13 (see Note 3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation investment
|
$
|
11.2
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
43.6
|
|
|
$
|
43.6
|
|
|
$
|
—
|
|
Derivative assets
|
23.2
|
|
|
—
|
|
|
23.2
|
|
|
66.4
|
|
|
—
|
|
|
66.4
|
|
|
$
|
34.4
|
|
|
$
|
11.2
|
|
|
$
|
23.2
|
|
|
$
|
110.0
|
|
|
$
|
43.6
|
|
|
$
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation liabilities
|
$
|
31.0
|
|
|
$
|
—
|
|
|
$
|
31.0
|
|
|
$
|
52.2
|
|
|
$
|
—
|
|
|
$
|
52.2
|
|
Derivative liabilities
|
418.1
|
|
|
—
|
|
|
418.1
|
|
|
141.4
|
|
|
—
|
|
|
141.4
|
|
|
$
|
449.1
|
|
|
$
|
—
|
|
|
$
|
449.1
|
|
|
$
|
193.6
|
|
|
$
|
—
|
|
|
$
|
193.6
|
|
The deferred compensation investments are primarily invested in mutual funds, and the fair value is measured using the market approach. These investments are in the same funds, and are purchased in the same amounts, as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. In connection with the acquisition of Bob Evans (see Note 5), the Company had current deferred compensation investments of $24.3 and current deferred compensation liabilities of $24.1 at September 30, 2018. The Bob Evans deferred compensation plans have been terminated, the investments have been liquidated and amounts previously accrued by the Company were paid in January 2019.
The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Foreign exchange contracts are valued using the spot rate less the forward rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Refer to Note 15 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Consolidated Statements of Operations.
The Company’s financial assets and liabilities also include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its current portion of long-term debt and long-term debt at fair value on the Consolidated Balance Sheets. Based on current market rates, the fair value of the Company’s debt (Level 2), including prior year amounts classified as held for sale, was $7,412.0 and $7,790.9 as of September 30, 2019 and 2018, respectively.
Certain assets and liabilities, including long-lived assets, goodwill, indefinite-lived intangibles and assets held for sale, are measured at fair value on a non-recurring basis.
In the year ended September 30, 2019, the Company recorded goodwill and definite-lived intangible asset impairment charges of $63.3. In the year ended September 30, 2018, the Company recorded indefinite-lived intangible asset impairment charges of $124.9. In the year ended September 30, 2017, the Company recorded goodwill impairment losses of $26.5. These losses were recorded as “Impairment of goodwill and other intangible assets” in the Consolidated Statements of Operations. For additional information on other intangible assets and goodwill, see Note 2 and Note 8, respectively. There were no other fair value measurement losses recognized during the years ended September 30, 2019, 2018 and 2017.
At September 30, 2019, the Company had land and buildings classified as assets held for sale related to (i) the closure of the Company’s Post Consumer Brands cereal manufacturing facility in Clinton, Massachusetts and (ii) the closure of a building at the Company’s Post Consumer Brands manufacturing facility in Asheboro, North Carolina. At September 30, 2018, the Company had assets and liabilities held for sale related to (i) the 8th Avenue Transactions and (ii) the closure of the Company’s Post Consumer Brands cereal warehouse in Sterling, Massachusetts. On October 1, 2018, the Company completed the 8th Avenue Transactions, and in November 2018, the Post Consumer Brands cereal warehouse was sold in connection with the closure of the Company’s Post Consumer Brands manufacturing facility in Clinton, Massachusetts. For additional information on assets and liabilities held for sale, see Note 7. The fair value of assets and liabilities held for sale was measured on a non-recurring basis based on the lower of book value or third party valuations. When applicable, the fair value is adjusted to reflect an offer to purchase the assets and liabilities. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. The following table summarizes the Level 3 activity.
|
|
|
|
|
Balance, September 30, 2017
|
$
|
—
|
|
Transfers of assets into held for sale
|
1,051.6
|
|
Transfers of liabilities into held for sale
|
(760.7
|
)
|
Balance, September 30, 2018
|
$
|
290.9
|
|
Gains related to assets and liabilities held for sale
|
124.6
|
|
Proceeds from the sale of assets and liabilities held for sale
|
(276.6
|
)
|
Investment in 8th Avenue, working capital and other adjustments
|
(138.9
|
)
|
Transfer of assets into held for sale
|
9.9
|
|
Balance, September 30, 2019
|
$
|
9.9
|
|
NOTE 17 — LONG-TERM DEBT
Long-term debt as of the dates indicated consists of the following:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
5.50% Senior Notes maturing December 2029
|
$
|
750.0
|
|
|
$
|
—
|
|
5.625% Senior Notes maturing January 2028
|
940.9
|
|
|
960.9
|
|
5.50% Senior Notes maturing March 2025
|
1,000.0
|
|
|
1,000.0
|
|
5.75% Senior Notes maturing March 2027
|
1,299.3
|
|
|
1,326.3
|
|
5.00% Senior Notes maturing August 2026
|
1,697.3
|
|
|
1,710.3
|
|
8.00% Senior Notes maturing July 2025
|
122.2
|
|
|
122.2
|
|
Term Loan
|
1,309.5
|
|
|
2,172.5
|
|
2018 Bridge Loan (a)
|
—
|
|
|
—
|
|
Capital leases
|
0.1
|
|
|
0.2
|
|
|
7,119.3
|
|
|
7,292.4
|
|
Less: Current Portion
|
(13.5
|
)
|
|
(22.1
|
)
|
Debt issuance costs, net (a)
|
(69.0
|
)
|
|
(71.2
|
)
|
Plus: Unamortized premium
|
29.2
|
|
|
33.0
|
|
Total long-term debt
|
$
|
7,066.0
|
|
|
$
|
7,232.1
|
|
(a) In connection with the 8th Avenue Transactions, the Company classified its 2018 Bridge Loan and associated debt issuance costs as held for sale at September 30, 2018. See below for more information about the 2018 Bridge Loan. See Note 7 for information about assets and liabilities held for sale.
Senior Notes
On August 18, 2015, the Company issued $400.0 principal value of 8.00% senior notes due in July 2025. The 8.00% senior notes were issued at par, and the Company received $396.0 after paying related fees of $4.0, which were deferred and amortized to interest expense over the term of the notes. Interest payments on the 8.00% senior notes are due semi-annually each January 15 and July 15.
On August 3, 2016, the Company issued $1,750.0 principal value of 5.00% senior notes due in August 2026. The 5.00% senior notes were issued at par, and the Company received $1,725.7 after paying related fees of $24.3, which were deferred and will be amortized to interest expense over the term of the notes. Interest payments on the 5.00% senior notes are due semi-annually each February 15 and August 15. On February 8, 2019, the Company received consents (the “Requisite Consents”) from holders of a majority of the outstanding aggregate principal amount of its outstanding 5.00% senior notes to approve proposed amendments to the indenture relating to the 5.00% senior notes (the “Indenture”). Following receipt of the Requisite Consents, the Company, its subsidiary guarantors and the trustee for the Indenture executed a supplemental indenture to give effect to the amendments. The supplemental indenture more closely aligned certain provisions of the Indenture with the comparable provisions included in the indentures for the Company’s other senior notes, specifically to (i) add an exception to the restricted payments covenant in the Indenture and (ii) revise the “Permitted Investments” definition in the Indenture to add an additional category of Permitted Investments under the Indenture. In connection with the required consents, the Company incurred $8.4 of debt modification costs, which were deferred and will be amortized to interest expense over the remaining term of the 5.00% senior notes, and recorded expense of $1.3 in the year ended September 30, 2019, which was included in “Selling, general and administrative expenses” in the Consolidated Statement of Operations.
On February 14, 2017, the Company issued $1,000.0 principal value of 5.50% senior notes due in March 2025 and $750.0 principal value of 5.75% senior notes due in March 2027. The 5.50% senior notes due in March 2025 and the 5.75% senior notes were each issued at par, and the Company received $1,725.4 after paying related fees of $24.6, which were deferred and will be amortized to interest expense over the term of the notes. On August 10, 2017, the Company issued an additional $750.0 principal value of 5.75% senior notes due in March 2027. The additional 5.75% senior notes were issued at 105.5% of par value, and the Company received $784.0 after paying related fees of $7.2. The premium related to the 5.75% senior notes was recorded as an unamortized premium, which was included in “Long-term debt” on the Consolidated Balance Sheets at September 30, 2019 and 2018 and will be amortized as a reduction to interest expense over the term of the notes. Interest payments on the 5.50% senior notes due in March 2025 and the 5.75% senior notes are due semi-annually each March 1 and September 1.
On December 1, 2017, the Company issued $1,000.0 principal value of 5.625% senior notes due in January 2028. The 5.625% senior notes were issued at par, and the Company received $990.6 after paying related fees of $9.4, which are being deferred and
amortized to interest expense over the term of the notes. Interest payments on the 5.625% senior notes are due semi-annually each January 15 and July 15.
On July 3, 2019, the Company issued $750.0 principal value of 5.50% senior notes due in December 2029. The 5.50% senior notes due in December 2029 were issued at par, and the Company received $743.0 after incurring investment banking and other fees and expenses of $7.0, which will be deferred and amortized to interest expense over the term of the notes. Interest payments on the 5.50% senior notes due in December 2029 will be due semi-annually each June 15 and December 15.
All of the Company’s senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries, other than immaterial subsidiaries, receivables finance subsidiaries and subsidiaries the Company designated as unrestricted subsidiaries (the “Guarantors”). The Company’s foreign subsidiaries do not guarantee the senior notes. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions).
Credit Agreement
On March 28, 2017, the Company entered into an amended and restated credit agreement (as further amended, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $800.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. The issuance of letters of credit is available under the Credit Agreement in an aggregate amount of up to $50.0. The Revolving Credit Facility has outstanding letters of credit of $19.5, which reduced the available borrowing capacity to $780.5 at September 30, 2019. The outstanding amounts under the Revolving Credit Facility must be repaid on or before March 28, 2022. The Company incurred $4.2 of issuance costs in connection with the Credit Agreement in the year ended September 30, 2018, which was included in “Prepaid expenses and other current assets” and “Other assets” on the Consolidated Balance Sheet.
The Credit Agreement also provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders, in each case on terms to be determined, and also permits the Company, subject to certain conditions, to incur incremental equivalent debt, in an aggregate maximum amount not to exceed the greater of (i) $700.0 and (ii) the maximum amount at which (A) the Company’s pro forma consolidated leverage ratio (as defined in the Credit Agreement) would not exceed 6.50 to 1.00 and (B) the Company’s pro forma senior secured leverage ratio (as defined in the Credit Agreement) would not exceed 3.00 to 1.00 as of the date such indebtedness is incurred. Additionally, the Credit Agreement permits the Company to incur additional unsecured debt if, among other conditions, its pro forma consolidated interest coverage ratio (as defined in the Credit Agreement) would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt.
The Company entered into a third amendment to the Credit Agreement on August 17, 2018, which permits the Company, among other things, to designate certain of its subsidiaries as unrestricted subsidiaries and once so designated, permits the disposition of (and release of liens on) assets of and equity interests in the Company’s unrestricted subsidiaries and permits the release of such unrestricted subsidiaries as guarantors.
Borrowings under the Revolving Credit Facility will bear interest, at the option of the Company, at an annual rate equal to either the Base Rate, Eurodollar Rate or CDOR Rate (as such terms are defined in the Credit Agreement) plus an applicable margin ranging from 1.75% to 2.25% for Eurodollar Rate-based loans and CDOR Rate-based loans and from 0.75% to 1.25% for Base Rate-based loans, depending in each case on the Company’s senior secured leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility will accrue at rates ranging from 0.250% to 0.375%, also depending on the Company’s senior secured leverage ratio.
The Credit Agreement contains affirmative and negative covenants customary for agreements of this type, including delivery of financial and other information, compliance with laws, maintenance of property, existence, insurance and books and records, inspection rights, obligation to provide collateral and guarantees by certain new subsidiaries, preparation of environmental reports, participation in an annual meeting with the agent and the lenders under the Credit Agreement, further assurances, limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, accounting changes, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, conduct of business, transactions with affiliates, dividends and redemptions or repurchases of stock, and granting liens.
The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay, or default under, indebtedness in excess of $75.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $75.0, attachments issued against a material part of the Company’s property, change in control, the invalidity of any loan document, the failure of the collateral documents to create a valid and perfected first priority lien and certain events under the Employee Retirement Income Security Act of 1974. Upon the occurrence of an event of default, the maturity of the loans under the Credit Agreement may be accelerated and the agent and lenders under the Credit
Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees for the Company’s obligations under the Credit Agreement.
The Company’s obligations under the Credit Agreement are unconditionally guaranteed by each of the Guarantors. The Company’s obligations under the Credit Agreement are secured by security interests on substantially all of the personal property assets of the Company and the Guarantors and are secured by the material domestic real property assets of the Company and the Guarantors.
Term Loans
On May 24, 2017, the Company entered into a Joinder Agreement No. 1 (“Joinder No. 1”). Joinder No.1 provided for an incremental term loan of $1,200.0 (the “Joinder No. 1 Term Loan”) under the Credit Agreement. Pursuant to Joinder No. 1, the Company borrowed $1,200.0 and used a portion of the proceeds to fund payments to holders of the Company’s 8.00% senior notes and then outstanding 7.75% senior notes who tendered their notes in connection with the Company’s tender offer and whose notes were accepted for purchase and to pay related fees and expenses. On June 29, 2017, the Company entered into a Joinder Agreement No. 2 (“Joinder No. 2”). Joinder No. 2 provided for an incremental term loan of $1,000.0 (the “ Joinder No. 2 Term Loan”) under the Credit Agreement. Pursuant to Joinder No. 2, the Company borrowed $1,000.0 and used the proceeds, together with cash on hand, to finance its fiscal 2017 acquisition of the Weetabix Group (see Note 5). The Joinder No. 2 Term Loan was combined with the outstanding amounts under the Joinder No.1 Term Loan (collectively the “Term Loan”). On March 8, 2018, the Company entered into a second amendment to the Credit Agreement (the “Second Amendment”). Under the Second Amendment, the interest rate margin for the Term Loan was reduced by 25 basis points such that a Term Loan that is a Eurodollar Rate Loan accrues interest at the Eurodollar Rate plus 2.00% per annum, and a Term Loan that is a Base Rate Loan accrues interest at the Base Rate plus 1.00% per annum (as such terms are defined in the Credit Agreement). The maturity date for the Term Loan remains May 24, 2024, and all other material provisions of the Credit Agreement remained unchanged. The interest rate on the Term Loan was 4.04% and 4.22% at September 30, 2019 and 2018, respectively.
In the first quarter of fiscal 2019, the Company utilized a portion of the net proceeds from the 8th Avenue Transactions (see Note 7) to repay $863.0 of the outstanding principal value of its Term Loan, as required by the Credit Agreement. As a result of the prepayment, quarterly principal installment payments on the Term Loan were not required until December 31, 2019. Beginning on December 31, 2019, the Term Loan would have required quarterly principal installment payments of $3.35, compared to the previously required quarterly principal installment payments of $5.5, which began on September 30, 2017. For additional information about repayments of the Term Loan, see Note 25.
2018 Bridge Loan
On September 24, 2018, in connection with the 8th Avenue Transactions (see Note 7), the Company entered into a $625.0 bridge facility agreement (the “2018 Bridge Loan Facility”) and borrowed $625.0 under the Bridge Loan Facility (the 2018 Bridge Loan, as defined in Note 7). The 2018 Bridge Loan bore interest at a rate per annum equal to the Eurodollar Rate (as such term is defined in the 2018 Bridge Loan Facility) plus 450 basis points. In connection with the 2018 Bridge Loan Facility, the Company incurred issuance costs of $10.4, of which $7.8 were refunded to the Company at the closing of the 8th Avenue Transactions on October 1, 2018, and the remaining $2.6 of issuance costs were written off and included in “Loss on extinguishment of debt, net” in the Consolidated Statement of Operations for the year ended September 30, 2019 (see Note 7). Upon the closing of the 8th Avenue Transactions on October 1, 2018, the 2018 Bridge Loan was assumed by 8th Avenue and the Company was released from its repayment obligations thereunder while retaining the proceeds from the 2018 Bridge Loan.
Repayments of Long-Term Debt
The following table shows the Company’s repayments of long-term debt and associated gain or loss included in “Loss on extinguishment of debt, net” on the Consolidated Statements of Operations for the years ended September 30, 2019, 2018 and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of Long-Term Debt
|
|
Loss on Extinguishment of Debt, net
|
Year Ended
September 30,
|
|
Issuance
|
|
Principal Amount Repaid
|
|
Debt Repurchased at a Discount
|
|
Premium and Debt Extinguishment Costs Paid
|
|
Write-off of Debt Issuance Costs
|
|
Write-off of Unamortized Premium
|
|
|
Term Loan
|
|
$
|
863.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
|
5.75% Senior Notes
|
|
27.0
|
|
|
(1.5
|
)
|
|
—
|
|
|
0.3
|
|
|
(0.7
|
)
|
|
|
5.625% Senior Notes
|
|
20.0
|
|
|
(1.3
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
|
5.00% Senior Notes
|
|
13.0
|
|
|
(1.2
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
Capital lease
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2018 Bridge Loan (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
2019
|
|
Total
|
|
$
|
923.1
|
|
|
$
|
(4.0
|
)
|
|
$
|
—
|
|
|
$
|
10.8
|
|
|
$
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.00% Senior Notes
|
|
$
|
630.0
|
|
|
$
|
—
|
|
|
$
|
30.8
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
|
5.625% Senior Notes
|
|
39.1
|
|
|
(2.1
|
)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
|
5.75% Senior Notes
|
|
173.7
|
|
|
(3.1
|
)
|
|
—
|
|
|
1.9
|
|
|
(4.6
|
)
|
|
|
5.00% Senior Notes
|
|
39.7
|
|
|
(2.5
|
)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
|
8.00% Senior Notes
|
|
15.3
|
|
|
—
|
|
|
2.0
|
|
|
0.1
|
|
|
—
|
|
|
|
Term Loan (b)
|
|
22.0
|
|
|
—
|
|
|
0.9
|
|
|
0.4
|
|
|
—
|
|
2018
|
|
Total
|
|
$
|
919.8
|
|
|
$
|
(7.7
|
)
|
|
$
|
33.7
|
|
|
$
|
9.7
|
|
|
$
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.75% Senior Notes
|
|
$
|
875.0
|
|
|
$
|
—
|
|
|
$
|
63.0
|
|
|
$
|
8.9
|
|
|
$
|
(13.4
|
)
|
|
|
7.375% Senior Notes
|
|
133.0
|
|
|
—
|
|
|
4.9
|
|
|
1.2
|
|
|
(2.1
|
)
|
|
|
7.75% Senior Notes
|
|
800.0
|
|
|
—
|
|
|
108.6
|
|
|
6.3
|
|
|
—
|
|
|
|
8.00% Senior Notes
|
|
262.5
|
|
|
—
|
|
|
43.3
|
|
|
2.2
|
|
|
—
|
|
|
|
Term Loan
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
TEUs
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4.57% 2012 Series Bond
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Capital lease
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2017
|
|
Total
|
|
$
|
2,088.4
|
|
|
$
|
—
|
|
|
$
|
219.8
|
|
|
$
|
18.6
|
|
|
$
|
(15.5
|
)
|
|
|
(a)
|
In connection with the assumption of the 2018 Bridge Loan by 8th Avenue discussed above, the Company recorded a write-off of debt issuance costs during the year ended September 30, 2019 for costs that were not refunded upon the closing of the 8th Avenue Transactions.
|
|
|
(b)
|
In connection with an amendment to the Credit Agreement entered into on March 8, 2018, the Company paid debt extinguishment costs and recorded a write-off of debt issuance costs.
|
Debt Covenants
Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a ratio for quarterly maximum senior secured leverage (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of September 30, 2019, the Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30%.
The Credit Agreement permits the Company to incur additional unsecured debt if, among other conditions, the pro forma consolidated interest coverage ratio, calculated as provided in the Credit Agreement, would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt. As of September 30, 2019, the pro forma consolidated interest coverage ratio exceeded this threshold.
NOTE 18 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Antitrust claims
In late 2008 and early 2009, approximately 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc. (“MFI”), a wholly-owned subsidiary of the Company, and approximately 20 other defendants (producers of shell eggs and egg products and egg industry organizations), alleging violations of federal and state antitrust laws in connection with the production and sale of shell eggs and egg products, and seeking unspecified damages. All cases were transferred to the Eastern District of Pennsylvania for coordinated and/or consolidated pretrial proceedings.
The cases involved three plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs (the “direct purchaser class”); (ii) individual companies (primarily large grocery chains and food companies that purchase considerable quantities of eggs) that opted out of various settlements and filed their own complaints related to their purchases of shell eggs and egg products (“opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs (“indirect purchaser plaintiffs”).
Resolution of claims: To date, MFI has resolved the following claims, including all class claims: (i) in December 2016, MFI settled all claims asserted against it by the direct purchaser class for a payment of $75.0, which was approved by the district court in December 2017; (ii) in January 2017, MFI settled all claims asserted against it by opt-out plaintiffs related to shell egg purchases on confidential terms; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI.
Remaining portion of the cases: MFI remains a defendant only with respect to claims that seek damages based on purchases of egg products by three opt-out plaintiffs. The district court had granted summary judgment precluding any claims for egg products purchases by such opt-out plaintiffs, but the Third Circuit Court of Appeals reversed and remanded these claims for further pre-trial proceedings. Defendants filed a second motion for summary judgment seeking dismissal of the claims, which was denied in June 2019. The remaining opt-out plaintiffs have not yet been assigned trial dates.
Although the likelihood of a material adverse outcome in the egg antitrust litigation has been significantly reduced as a result of the MFI settlements described above, the remaining portion of the cases could still result in a material adverse outcome. At September 30, 2019 and 2018, the Company had accrued $6.2 and $6.0, respectively, for this matter that was included in “Other current liabilities” on the Consolidated Balance Sheets. The Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for this matter are appropriate, the final amounts required to resolve such matter could differ materially from recorded estimates and the Company’s consolidated financial condition, results of operations and cash flows could be materially affected.
During the years ended September 30, 2019, 2018 and 2017, the Company expensed $5.0, $8.3 and $74.5 related to these settlements, respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Under current law, any settlement paid, including the settlements with the direct purchaser plaintiffs, the opt-out plaintiffs and the indirect purchaser plaintiffs, is deductible for federal income tax purposes.
Bob Evans Appraisal Proceedings
Prior to completion of the Company’s acquisition of Bob Evans on January 12, 2018, Bob Evans received demands from certain stockholders demanding appraisal of their shares of Bob Evans common stock. After the completion of the acquisition, several such former stockholders filed petitions in the Delaware Court of Chancery (Arbitrage Fund v. Bob Evans Farms, Inc. filed on January 23, 2018; Blue Mountain Credit Alternatives Master Fund L.P., et al. v. Bob Evans Farms, Inc. filed on April 30, 2018; and 2017 Clarendon LLC, et al. v. Bob Evans Farms, Inc. filed on April 30, 2018) seeking appraisal of their shares of Bob Evans common stock pursuant to Section 262 of the Delaware General Corporation Law (“Section 262”). The lawsuits sought appraisal for such shares, plus statutory interest, as well as the costs of the proceedings and such other relief as appropriate. Under Section 262, persons who were stockholders at the time of the closing were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares (plus statutory interest) as determined by the Delaware Court of Chancery. In May 2018, the court consolidated the lawsuits into one action.
In December 2018, the Company settled with one petitioner, Arbitrage Fund, and Arbitrage Fund was dismissed with prejudice from the consolidated action. In addition, in December 2018, the Company pre-paid the $77.00 per share merger consideration to the Blue Mountain and 2017 Clarendon petitioners, effectively stopping the continued accrual of statutory interest on that amount.
The Company made total payments of $257.6, inclusive of the aforementioned prepayment of $77.00 per share merger consideration, related to these matters in fiscal 2019. In September 2019, the Company reached settlement terms on a confidential basis with the remaining petitioners regarding their outstanding appraisal claims. The settlement was finalized and the remaining portion of the case was dismissed in October 2019. All former Bob Evans stockholders who demanded appraisal of their shares were paid for their shares of Bob Evans common stock.
At September 30, 2018, former holders of 3.3 shares of Bob Evans common stock had not withdrawn their appraisal demands and had not been paid for their shares of Bob Evans common stock. Related to these shares, the Company accrued $267.0 at September 30, 2018, which was the number of shares of Bob Evans common stock for which former Bob Evans stockholders demanded appraisal and had not withdrawn their demands multiplied by the $77.00 per share merger consideration, plus accrued interest at the Federal Reserve Discount Rate plus a spread of 5.00%. At September 30, 2019, the Company had an accrual of $19.1 on the Consolidated Balance Sheet related to the settlement that occurred in September 2019. The liabilities were reported in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets at September 30, 2019 and 2018, respectively.
During the years ended September 30, 2019 and 2018, the Company expensed $9.7 and $13.4 related to these matters. The expense was included in “Selling, general and administrative expenses” and “Interest expense, net” in the Consolidated Statement of Operations for the year ended September 30, 2019, and in “Interest expense, net” in the Consolidated Statement of Operations for the year ended September 30, 2018. No expense was recorded in the year ended September 30, 2017 related to these matters.
Weetabix Limited Environmental Matter
In March 2019, Weetabix Limited, one of the Company’s wholly-owned subsidiaries, received notification from the U.K. Environment Agency (the “Environment Agency”) that the Environment Agency intended to charge Weetabix Limited in relation to a spill of diesel fuel into the ground at Weetabix Limited’s Burton Latimer site in the U.K. that occurred in November 2016, prior to the Company’s acquisition of the Weetabix Group. Upon discovery of the spill, Weetabix Limited informed the Environment Agency and took all necessary steps to address the spill, including putting in place monitoring and improvement measures. Weetabix Limited has fully cooperated with the Environment Agency at all times regarding the containment and assessment of the incident. The matter was allocated to the Northampton Crown Court which was heard on November 20, 2019, during which Weetabix Limited pleaded guilty to the offense under the Environmental Permitting Regulations 2010 and the Court imposed a fine of $0.1, plus costs.
Other
The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.
Leases
Lease Commitments
Future minimum rental payments under noncancelable operating leases in effect as of September 30, 2019 were $28.3, $29.0, $28.1, $25.4, $19.2 and $77.3 for fiscal 2020, 2021, 2022, 2023, 2024 and thereafter, respectively.
Bob Evans Lease Guarantees
Historically, Bob Evans guaranteed certain payment and performance obligations associated with the leases for 143 properties (the “Guarantees”) leased by the restaurant business formerly owned by Bob Evans (the “Bob Evans Restaurant Business”). The Guarantees remained in effect following the Company’s acquisition of Bob Evans. In the event the Bob Evans Restaurant Business fails to meet its payment and performance obligations under these leases, the Company may be required to make rent and other payments to the landlord under the requirements of the Guarantees. Should the Company, as guarantor of the lease obligations, be required to make all lease payments due for the remaining term of the leases subsequent to September 30, 2019, the maximum amount the Company may be required to pay is equal to the annual rent amount for the remainder of the lease terms. The current annual rent on these leases is $13.7 and will increase up to 1.5% annually based on indexed inflation. The lease terms extend for approximately 16 years from September 30, 2019, and the Guarantees would remain in effect in the event the leases are extended for a renewal period. In the event the Company is obligated to make payments under any of the Guarantees, the Company believes its exposure is limited due to protections and recourse available in the leases associated with the leased properties, including a requirement of the landlord to mitigate damages by re-letting the properties in default. The Bob Evans Restaurant Business continues
to meet its obligations under these leases, and there have been no events that would indicate the obligations will not continue to be met. As such, the Company believes the fair value of the Guarantees is immaterial as of September 30, 2019.
NOTE 19 — PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company maintains qualified defined benefit plans in the U.S., the U.K. and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. Certain of the Company’s employees are eligible to participate in the Company’s postretirement benefit plans (partially subsidized retiree health and life insurance). The following disclosures reflect amounts related to the Company’s employees based on separate actuarial valuations, projections and certain allocations. Amounts for the Canadian plans are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts. With respect to defined benefits for Canadian Post Consumer Brands employees, eligibility is frozen to new entrants and benefit accrual is frozen for salaried employees. During the year ended September 30, 2018, certain U.S. defined benefit plans for Weetabix NA employees were merged into the Company’s defined benefit plan for U.S. employees. With respect to defined benefits for U.S. Post Consumer Brands employees, eligibility is frozen to new employees and the benefit accruals are frozen for all administrative employees and certain production employees. The benefit accrual is frozen for salaried Weetabix NA employees in the U.S. With respect to defined benefit pension plans for Weetabix employees in the U.K., eligibility is frozen to new entrants and the benefit accrual is frozen with respect to participants in the executive pension scheme, and effective on September 30, 2019, eligibility is frozen to new entrants and the benefit accrual is frozen with respect to participants in the group pension scheme. On October 1, 2018, the Company adopted ASU 2017-07, and as of September 30, 2019, adopted ASU 2018-14 (see Note 3).
Defined Benefit Pension Plans
The following table provides a reconciliation of the changes in the pension plans’ benefit obligations and fair value of assets over the two year period ended September 30, 2019 and a statement of the funded status and amounts recognized on the consolidated balance sheets as of September 30, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
Other International
|
|
Year Ended
September 30,
|
|
Year Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Change in benefit obligation
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period
|
$
|
100.9
|
|
|
$
|
100.6
|
|
|
$
|
691.2
|
|
|
$
|
723.6
|
|
Service cost
|
3.7
|
|
|
4.2
|
|
|
5.6
|
|
|
6.7
|
|
Interest cost
|
4.1
|
|
|
3.6
|
|
|
18.9
|
|
|
19.6
|
|
Plan participants’ contributions
|
0.5
|
|
|
0.6
|
|
|
2.2
|
|
|
2.4
|
|
Prior service cost (a)
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
Actuarial loss (gain)
|
17.3
|
|
|
(4.3
|
)
|
|
126.6
|
|
|
(14.0
|
)
|
Benefits paid
|
(4.6
|
)
|
|
(3.4
|
)
|
|
(26.2
|
)
|
|
(27.6
|
)
|
Currency translation
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(39.3
|
)
|
|
(19.5
|
)
|
Benefit obligation at end of period
|
$
|
121.5
|
|
|
$
|
100.9
|
|
|
$
|
780.5
|
|
|
$
|
691.2
|
|
|
|
|
|
|
|
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period
|
$
|
114.1
|
|
|
$
|
80.9
|
|
|
$
|
844.5
|
|
|
$
|
876.7
|
|
Actual return on plan assets
|
9.8
|
|
|
3.9
|
|
|
169.9
|
|
|
9.6
|
|
Employer contributions
|
0.3
|
|
|
32.6
|
|
|
4.8
|
|
|
7.2
|
|
Plan participants’ contributions
|
0.5
|
|
|
0.6
|
|
|
2.2
|
|
|
2.4
|
|
Benefits paid
|
(4.6
|
)
|
|
(3.4
|
)
|
|
(26.2
|
)
|
|
(27.6
|
)
|
Currency translation
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(48.3
|
)
|
|
(23.8
|
)
|
Fair value of plan assets at end of period
|
119.7
|
|
|
114.1
|
|
|
946.9
|
|
|
844.5
|
|
Funded status
|
$
|
(1.8
|
)
|
|
$
|
13.2
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
|
|
|
|
|
|
|
|
Amounts recognized in assets or liabilities
|
|
|
|
|
|
|
|
Other assets
|
$
|
0.3
|
|
|
$
|
13.7
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
Other liabilities
|
(2.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
Net amount recognized
|
$
|
(1.8
|
)
|
|
$
|
13.2
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
Net actuarial loss (gain)
|
$
|
23.4
|
|
|
$
|
9.5
|
|
|
$
|
(46.5
|
)
|
|
$
|
(32.0
|
)
|
Prior service cost
|
0.4
|
|
|
0.5
|
|
|
0.1
|
|
|
—
|
|
Total
|
$
|
23.8
|
|
|
$
|
10.0
|
|
|
$
|
(46.4
|
)
|
|
$
|
(32.0
|
)
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligation
|
|
|
|
|
|
|
|
Discount rate — U.S. plans
|
3.32
|
%
|
|
4.30
|
%
|
|
n/a
|
|
|
n/a
|
|
Discount rate — Canadian plans
|
2.84
|
%
|
|
3.53
|
%
|
|
n/a
|
|
|
n/a
|
|
Discount rate — Other international plans
|
n/a
|
|
|
n/a
|
|
|
1.84
|
%
|
|
2.81
|
%
|
Rate of compensation increase — U.S. plans
|
3.00
|
%
|
|
3.00
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase — Other international plans
|
n/a
|
|
|
n/a
|
|
|
2.55
|
%
|
|
2.75
|
%
|
|
|
(a)
|
During the year ended September 30, 2019, the Company recognized prior service costs as a result of U.K. high court rulings made in connection with the Guaranteed Minimum Pension (the “GMP”).
|
The accumulated benefit obligation equaled the fair value of plan assets for the North American pension plans at September 30, 2019, whereas the fair value of plan assets for the North American pension plans exceeded the accumulated benefit obligation at September 30, 2018. The fair value of plan assets for the other international pension plans exceeded the accumulated benefit obligation at September 30, 2019 and 2018. The aggregate accumulated benefit obligation for the North American pension plans
was $119.7 and $98.9 at September 30, 2019 and 2018, respectively. The aggregate accumulated benefit obligation for the other international pension plans was $776.4 and $677.6 at September 30, 2019 and 2018, respectively.
The following tables provide the components of net periodic benefit cost for the pension plans including amounts recognized in OCI. For the years ended September 30, 2019, 2018 and 2017, service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost were reported in “Other income, net” in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Components of net periodic benefit cost
|
|
|
|
|
|
Service cost
|
$
|
3.7
|
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
Interest cost
|
4.1
|
|
|
3.6
|
|
|
2.5
|
|
Expected return on plan assets
|
(6.4
|
)
|
|
(4.4
|
)
|
|
(3.2
|
)
|
Recognized net actuarial loss
|
—
|
|
|
1.1
|
|
|
1.6
|
|
Recognized prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Net periodic benefit cost
|
$
|
1.5
|
|
|
$
|
4.6
|
|
|
$
|
5.2
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
Discount rate — U.S. plans
|
4.30
|
%
|
|
3.86
|
%
|
|
3.66
|
%
|
Discount rate — Canadian plans
|
3.53
|
%
|
|
3.63
|
%
|
|
3.18
|
%
|
Rate of compensation increase — U.S. plans
|
3.00
|
%
|
|
3.00
|
%
|
|
2.99
|
%
|
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.69
|
%
|
|
2.50
|
%
|
Expected return on plan assets — U.S. plans
|
5.74
|
%
|
|
5.46
|
%
|
|
5.33
|
%
|
Expected return on plan assets — Canadian plans
|
5.75
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
|
|
|
|
|
Changes in benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
Net loss (gain)
|
$
|
13.9
|
|
|
$
|
(3.7
|
)
|
|
$
|
(3.1
|
)
|
Recognized loss
|
—
|
|
|
(1.1
|
)
|
|
(1.6
|
)
|
Recognized prior service cost
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Currency translation
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Total recognized in other comprehensive income (before tax effects)
|
$
|
13.8
|
|
|
$
|
(4.9
|
)
|
|
$
|
(5.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other International
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Components of net periodic benefit cost
|
|
|
|
|
|
Service cost
|
$
|
5.6
|
|
|
$
|
6.7
|
|
|
$
|
1.7
|
|
Interest cost
|
18.9
|
|
|
19.6
|
|
|
4.9
|
|
Expected return on plan assets
|
(28.8
|
)
|
|
(31.7
|
)
|
|
(7.5
|
)
|
Recognized curtailment (a)
|
1.5
|
|
|
—
|
|
|
—
|
|
Net periodic benefit income
|
$
|
(2.8
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
Discount rate
|
2.81
|
%
|
|
2.72
|
%
|
|
2.61
|
%
|
Rate of compensation increase
|
2.75
|
%
|
|
2.70
|
%
|
|
2.75
|
%
|
Expected return on plan assets
|
3.51
|
%
|
|
3.56
|
%
|
|
3.52
|
%
|
|
|
|
|
|
|
Changes in plan assets and benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
Net (gain) loss
|
$
|
(14.4
|
)
|
|
$
|
8.2
|
|
|
$
|
(39.3
|
)
|
Prior service cost (b)
|
1.5
|
|
|
—
|
|
|
—
|
|
Recognized curtailment (a)
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
Currency translation
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
Total recognized in other comprehensive income (before tax effects)
|
$
|
(14.4
|
)
|
|
$
|
8.2
|
|
|
$
|
(40.2
|
)
|
|
|
(a)
|
In September 2019, the Company signed an amendment to the pension deed to close the defined benefit plan for Weetabix employees in the U.K. participating in the group scheme. Eligibility is frozen to new entrants, and the benefit accrual is frozen with respect to current participants. Due to the closure of the group scheme plan, the prior service cost recognized in accumulated OCI in connection with the GMP high court rulings was reclassified to earnings during the year ended September 30, 2019.
|
|
|
(b)
|
During the year ended September 30, 2019, the Company recognized prior service cost as a result of U.K. high court rulings made in connection with the GMP.
|
The Company expects to make contributions of $0.4 and zero to its defined benefit North American and other international pension plans, respectively, during fiscal 2020.
The expected return on North American pension plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocation. The broad target allocations are 49.0% equity securities, 38.6% fixed income, 8.8% debt securities, 2.6% real assets and 1.0% cash. At September 30, 2019, equity securities were 46.4%, fixed income was 36.9%, debt securities were 10.4%, real assets were 5.3% and cash was 1.0% of the fair value of total plan assets, 99.6% of which was invested in passive index funds. At September 30, 2018, equity securities were 53.6%, fixed income was 33.2%, debt securities were 8.9%, real assets were 3.4% and cash was 0.9% of the fair value of total plan assets, 99.6% of which was invested in passive index funds. The allocation guidelines were established based on management’s determination of the appropriate risk posture and long-term objectives.
The expected return on other international pension plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocation. The broad target allocations are 56.0% debt securities, 27.4% liability driven instruments, 13.9% fixed income, 2.5% real assets and 0.2% other. At September 30, 2019, debt securities were 49.9%, liability hedging instruments were 35.2%, fixed income was 12.6%, real assets was 1.8%, other was 0.3% and cash was 0.2% of the fair value of total plan assets, 38.1% of which was invested in passive index funds. At September 30, 2018, debt securities were 57.3%, liability hedging instruments were 23.8%, fixed income was 18.5%, other was 0.2% and cash was 0.2% of the fair value of total plan assets, 31.8% of which was invested in passive index funds. The allocation guidelines were established by the Trustees of the plan based on their determination of the appropriate risk posture and long-term objectives after consulting with management.
The following tables present the North American and other international pension plans’ assets measured at fair value on a recurring basis and the basis for that measurement. The fair value of mutual funds is based on quoted net asset values of the shares held by the plans at year end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
Equities
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
Bonds
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|
10.1
|
|
|
0.1
|
|
|
10.0
|
|
Fixed income
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
Cash
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
Fair value of plan assets in the fair value hierarchy
|
28.6
|
|
|
1.2
|
|
|
27.4
|
|
|
35.4
|
|
|
1.2
|
|
|
34.2
|
|
Equities
|
45.6
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|
—
|
|
|
—
|
|
Fixed income
|
39.1
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
|
—
|
|
Real assets
|
6.4
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
Investments measured at net asset value (a)
|
91.1
|
|
|
—
|
|
|
—
|
|
|
78.7
|
|
|
—
|
|
|
—
|
|
Total plan assets
|
$
|
119.7
|
|
|
$
|
1.2
|
|
|
$
|
27.4
|
|
|
$
|
114.1
|
|
|
$
|
1.2
|
|
|
$
|
34.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other International
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
Bonds
|
$
|
444.7
|
|
|
$
|
444.7
|
|
|
$
|
—
|
|
|
$
|
439.5
|
|
|
$
|
416.6
|
|
|
$
|
22.9
|
|
Liability driven instruments
|
333.5
|
|
|
333.5
|
|
|
—
|
|
|
201.4
|
|
|
201.4
|
|
|
—
|
|
Fixed income
|
82.2
|
|
|
82.2
|
|
|
—
|
|
|
61.5
|
|
|
61.5
|
|
|
—
|
|
Cash
|
2.4
|
|
|
2.4
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
Fair value of plan assets in the fair value hierarchy
|
862.8
|
|
|
862.8
|
|
|
—
|
|
|
704.0
|
|
|
681.1
|
|
|
22.9
|
|
Bonds
|
27.6
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
—
|
|
Fixed income
|
37.3
|
|
|
—
|
|
|
—
|
|
|
94.2
|
|
|
—
|
|
|
—
|
|
Real assets
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
2.7
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
Investments measured at net asset value (a)
|
84.1
|
|
|
—
|
|
|
—
|
|
|
140.5
|
|
|
—
|
|
|
—
|
|
Total plan assets
|
$
|
946.9
|
|
|
$
|
862.8
|
|
|
$
|
—
|
|
|
$
|
844.5
|
|
|
$
|
681.1
|
|
|
$
|
22.9
|
|
|
|
(a)
|
In accordance with ASC Topic 820-10, certain investments were measured at net asset value per share (“NAV”). In cases where the fair value was measured at NAV using the practical expedient provided for in ASC Topic 820-10, the investments have not been classified in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the tables above.
|
Other Postretirement Benefits
The following table provides a reconciliation of the changes in the North American other postretirement benefit obligations over the two year period ended September 30, 2019. Besides the North American plans, the Company does not maintain any other postretirement benefit plans.
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30,
|
|
2019
|
|
2018
|
Change in benefit obligation
|
|
|
|
Benefit obligation at beginning of period
|
$
|
55.2
|
|
|
$
|
65.0
|
|
Service cost
|
0.4
|
|
|
0.5
|
|
Interest cost
|
2.1
|
|
|
2.1
|
|
Actuarial loss (gain)
|
11.5
|
|
|
(9.9
|
)
|
Benefits paid
|
(2.6
|
)
|
|
(2.3
|
)
|
Currency translation
|
(0.2
|
)
|
|
(0.2
|
)
|
Benefit obligation at end of period
|
$
|
66.4
|
|
|
$
|
55.2
|
|
|
|
|
|
Change in fair value of plan assets
|
|
|
|
Employer contributions
|
2.6
|
|
|
2.3
|
|
Benefits paid
|
(2.6
|
)
|
|
(2.3
|
)
|
Fair value of plan assets at end of period
|
—
|
|
|
—
|
|
Funded status
|
$
|
(66.4
|
)
|
|
$
|
(55.2
|
)
|
|
|
|
|
Amounts recognized in assets or liabilities
|
|
|
|
Other current liabilities
|
(2.5
|
)
|
|
(2.4
|
)
|
Other liabilities
|
(63.9
|
)
|
|
(52.8
|
)
|
Net amount recognized
|
$
|
(66.4
|
)
|
|
$
|
(55.2
|
)
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
Net actuarial loss (gain)
|
$
|
10.3
|
|
|
$
|
(1.2
|
)
|
Prior service credit
|
(19.4
|
)
|
|
(24.1
|
)
|
Total
|
$
|
(9.1
|
)
|
|
$
|
(25.3
|
)
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligation
|
|
|
|
Discount rate — U.S. plans
|
3.20
|
%
|
|
4.27
|
%
|
Discount rate — Canadian plans
|
2.86
|
%
|
|
3.54
|
%
|
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
The following table provides the components of net periodic benefit cost for the other postretirement benefit plans including amounts recognized in OCI. For the years ended September 30, 2019, 2018 and 2017, service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost were reported in “Other income, net” in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
Components of net periodic benefit cost
|
|
|
|
|
|
Service cost
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Interest cost
|
2.1
|
|
|
2.1
|
|
|
2.0
|
|
Recognized net actuarial loss
|
—
|
|
|
0.3
|
|
|
0.7
|
|
Recognized prior service credit
|
(4.7
|
)
|
|
(4.7
|
)
|
|
(4.8
|
)
|
Net periodic benefit cost
|
$
|
(2.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
|
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
Discount rate — U.S. plans
|
4.27
|
%
|
|
3.77
|
%
|
|
3.54
|
%
|
Discount rate — Canadian plans
|
3.54
|
%
|
|
3.69
|
%
|
|
3.23
|
%
|
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
|
2.75
|
%
|
|
|
|
|
|
|
Changes in plan assets and benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
Net loss (gain)
|
$
|
11.5
|
|
|
$
|
(9.9
|
)
|
|
$
|
(4.4
|
)
|
Recognized net actuarial loss
|
—
|
|
|
(0.3
|
)
|
|
(0.7
|
)
|
Plan amendment
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Recognized prior service credit
|
4.7
|
|
|
4.7
|
|
|
4.8
|
|
Currency translation
|
—
|
|
|
0.4
|
|
|
0.1
|
|
Total recognized in other comprehensive income (before tax effects)
|
$
|
16.2
|
|
|
$
|
(5.1
|
)
|
|
$
|
(0.3
|
)
|
For September 30, 2019 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to domestic plans for 2020 was 6.3% for participants both under the age of 65 and over the age of 65, declining gradually to an ultimate rate of 5.0% for 2025 and beyond. For September 30, 2018 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to domestic plans for 2019 was 6.5% for participants both under the age of 65 and over the age of 65, declining gradually to an ultimate rate of 5.0% for 2025 and beyond. For September 30, 2019 and 2018 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to Canadian plans for the following fiscal year was 5.5% and 6.0%, respectively, declining gradually to an ultimate rate of 4.5% for 2021 and beyond for the years ended September 30, 2019 and 2018.
Additional Information
As of September 30, 2019, expected future benefit payments and related federal subsidy receipts (Medicare Part D) in the next ten fiscal years were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025- 2029
|
Pension benefits
|
$
|
23.2
|
|
|
$
|
24.2
|
|
|
$
|
25.2
|
|
|
$
|
26.3
|
|
|
$
|
27.4
|
|
|
$
|
156.8
|
|
Other benefits
|
2.6
|
|
|
2.9
|
|
|
3.2
|
|
|
3.3
|
|
|
3.5
|
|
|
18.4
|
|
Subsidy receipts
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
1.1
|
|
In addition to the defined benefit plans described above, the Company sponsors a defined contribution 401(k) plan under which it makes matching contributions. The Company expensed $17.9, $19.6 and $18.2 for the years ended September 30, 2019, 2018 and 2017, respectively.
NOTE 20 — STOCK-BASED COMPENSATION
On February 3, 2012, the Company established the 2012 Long-Term Incentive Plan (the “2012 Plan”), which permitted the issuance of various stock-based compensation awards of up to 6.5 shares. On January 28, 2016, the Company’s shareholders approved the 2016 Long-Term Incentive Plan (the “2016 Plan”), which permitted the issuance of stock-based compensation awards of up to 2.4 shares. Upon the effectiveness of the 2016 Plan, all remaining shares available to be issued under the 2012 Plan were transferred to the 2016 Plan. On January 24, 2019, the Company’s shareholders approved the 2019 Long-Term Incentive Plan (the
“2019 Plan”), which permits the issuance of stock-based compensation awards of up to 1.2 shares, plus shares remaining to be issued under the 2016 Plan (including any shares assumed thereunder from the 2012 Plan) which were transfered to the 2019 Plan upon its effectiveness. Awards issued under the 2012 Plan, the 2016 Plan and the 2019 Plan have a maximum term of 10 years, provided, however, that the Corporate Governance and Compensation Committee of the Board of Directors may, in its discretion, grant awards with a longer term to participants who are located outside of the United States.
Total compensation cost for cash and non-cash stock-based compensation awards recognized in the years ended September 30, 2019, 2018 and 2017 was $39.7, $33.8 and $30.7, respectively, and the related recognized deferred tax benefit for each of those periods was approximately $6.6, $7.8 and $9.7, respectively. As of September 30, 2019, the total compensation cost related to non-vested awards not yet recognized was $59.7, which is expected to be recognized over a weighted-average period of 1.7 years.
Stock Appreciation Rights (“SSAR”)
Information about SSARs is summarized in the following table. Upon exercise of each SSAR, the holder will receive the number of shares of Post common stock equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. There were no SSARS exercised during the year ended September 30, 2019. The total intrinsic value of SSARs exercised was $0.1 and $0.6 during the years ended September 30, 2018 and 2017, respectively. There were no SSARs granted during the years ended September 30, 2019, 2018 or 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-Settled
Stock
Appreciation Rights
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
Outstanding at September 30, 2018
|
136,031
|
|
|
$
|
41.94
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding at September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
$
|
8.7
|
|
Vested and expected to vest as of September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
8.7
|
|
Exercisable at September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
8.7
|
|
Cash Settled Stock Appreciation Rights (“SAR”)
Information about SARs is summarized in the following table. There were no SARs granted during the years ended September 30, 2019, 2018 or 2017. There were no cash settlements of SARs during the years ended September 30, 2019 or 2017. Cash used by the Company to settle SARs was $5.0 during the year ended September 30, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash-Settled
Stock
Appreciation Rights
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
Outstanding at September 30, 2018
|
2,500
|
|
|
$
|
18.10
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding at September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
$
|
0.2
|
|
Vested and expected to vest as of September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
0.2
|
|
Exercisable at September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
0.2
|
|
The fair value of each SAR was estimated for each reporting period using the Black-Scholes Model. The expected term is estimated based on the award’s vesting period and contractual term, along with historical exercise behavior on similar awards. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The following table presents the assumptions used to remeasure the fair value of outstanding SARs at September 30, 2019, 2018 and 2017.
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Expected term (in years)
|
0
|
|
0
|
|
2.9
|
Expected stock price volatility
|
24.8%
|
|
21.5%
|
|
31.7%
|
Risk-free interest rate
|
1.8%
|
|
2.6%
|
|
1.6%
|
Expected dividends
|
0%
|
|
0%
|
|
0%
|
Fair value (per SAR)
|
$87.74
|
|
$79.94
|
|
$54.18
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
Outstanding at September 30, 2018
|
4,311,040
|
|
|
$
|
47.32
|
|
|
|
|
|
Granted
|
115,186
|
|
|
92.08
|
|
|
|
|
|
Exercised
|
(2,668,200
|
)
|
|
42.20
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding at September 30, 2019
|
1,758,026
|
|
|
58.03
|
|
|
6.06
|
|
$
|
84.1
|
|
Vested and expected to vest as of September 30, 2019
|
1,758,026
|
|
|
58.03
|
|
|
6.06
|
|
84.1
|
|
Exercisable at September 30, 2019
|
1,266,365
|
|
|
52.80
|
|
|
5.65
|
|
67.2
|
|
The fair value of each stock option was estimated on the date of grant using the Black-Scholes Model. The Company uses the simplified method for estimating a stock option term as it does not have sufficient historical share options exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The weighted-average assumptions and fair values for stock options granted during the years ended September 30, 2019, 2018 and 2017 are summarized in the table below.
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Expected term (in years)
|
6.5
|
|
6.5
|
|
6.5
|
Expected stock price volatility
|
29.7%
|
|
30.7%
|
|
30.6%
|
Risk-free interest rate
|
3.1%
|
|
2.2%
|
|
1.9%
|
Expected dividends
|
0%
|
|
0%
|
|
0%
|
Fair value (per option)
|
$33.82
|
|
$28.52
|
|
$24.80
|
The total intrinsic value of stock options exercised was $148.2, $4.7 and $17.6 in the years ended September 30, 2019, 2018 and 2017, respectively. The Company received proceeds from the exercise of stock options of $112.6, $5.7 and $13.4 during the years ended September 30, 2019, 2018 and 2017, respectively.
Restricted Stock Units
|
|
|
|
|
|
|
|
|
Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
Nonvested at September 30, 2018
|
941,868
|
|
|
$
|
71.94
|
|
Granted
|
379,647
|
|
|
98.03
|
|
Vested
|
(261,497
|
)
|
|
71.67
|
|
Forfeited
|
(46,079
|
)
|
|
83.13
|
|
Nonvested at September 30, 2019
|
1,013,939
|
|
|
81.27
|
|
The grant date fair value of each restricted stock unit award was determined based upon the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of nonvested restricted stock units was $81.27, $71.94 and $63.55 at September 30, 2019, 2018 and 2017, respectively. The total vest date fair value of restricted stock units that vested during fiscal 2019, 2018 and 2017 was $24.9, $17.4 and $10.5, respectively.
In fiscal 2019, 2018 and 2017, the Company granted 13,900, 13,300 and 10,200 restricted stock units to its non-management members of the Board of Directors, respectively. Due to vesting provisions of these awards, the Company determined that 11,400 and 8,500 of these awards granted in fiscal 2018 and 2017, respectively, had subjective acceleration rights such that the Company expensed the grant date fair value upon issuance and recognized related expense of $0.9 and $0.7 in the years ended September 30, 2018 and 2017, respectively. None of the awards granted in fiscal 2019 to non-management members of the Board of Directors had subjective acceleration rights and are being amortized over the terms of the awards.
Cash Settled Restricted Stock Units
|
|
|
|
|
|
|
|
|
Cash-Settled
Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
Nonvested at September 30, 2018
|
60,252
|
|
|
$
|
53.13
|
|
Granted
|
—
|
|
|
—
|
|
Vested
|
(11,252
|
)
|
|
60.51
|
|
Forfeited
|
—
|
|
|
—
|
|
Nonvested at September 30, 2019
|
49,000
|
|
|
51.43
|
|
At September 30, 2019, the 49,000 nonvested cash settled restricted stock units were valued at the greater of the closing stock price or the grant price of $51.43. Cash used by the Company to settle restricted stock units was $1.1, $3.2 and $4.1 for the years ended September 30, 2019, 2018 and 2017, respectively.
Performance-Based Restricted Stock Units (“PRSU”)
|
|
|
|
|
|
|
|
|
Performance-Based Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
Nonvested at September 30, 2018
|
32,307
|
|
|
$
|
97.74
|
|
Granted
|
50,564
|
|
|
122.34
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
Nonvested at September 30, 2019
|
82,871
|
|
|
112.75
|
|
During the years ended September 30, 2019 and 2018, the Company granted PRSUs to certain employees. These awards will be earned by comparing the Company’s total shareholder return (“TSR”) during a three year period to the respective TSRs of companies in a performance peer group. Based upon the Company’s ranking in its performance peer group when comparing TSRs, a recipient of the PRSU grant may earn a total award ranging from 0% to 200% of the target award. The fair value of each PRSU was estimated on the grant date using a Monte Carlo simulation. There were no PRSUs granted during the year ended September 30, 2017. The assumptions for PRSUs granted during the years ended September 30, 2019 and 2018 are summarized in the table below.
|
|
|
|
|
|
2019
|
|
2018
|
Expected term (in years)
|
3.0
|
|
3.0
|
Expected stock price volatility
|
24.2%
|
|
31.8%
|
Risk-free interest rate
|
2.9%
|
|
1.8%
|
Fair value (per PRSU)
|
$122.34
|
|
$97.74
|
Deferred Compensation
Post provides deferred compensation plans for directors and key employees through which eligible participants may elect to defer payment of all or a portion of their compensation, or with respect to key employee participants, all or a portion of their eligible annual bonus, until a later date based on the participant’s elections. Participant deferrals for employee participants may be notionally invested in Post common stock equivalents (the “Equity Option”) or into a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives (the “Vanguard Funds”). In order to receive a 33.3% matching contribution, deferrals for director participants must be made into Post common stock equivalents. Deferrals into the Equity Option are generally distributed in Post stock for employees and cash for directors, while deferrals into the Vanguard Funds are distributed in cash. There are no significant costs related to the administration of the deferred compensation plans. Post funds its deferred
compensation liability (potential cash distributions) by investing in the Vanguard Funds in the same amounts as selected by the participating employees. Both realized and unrealized gains and losses on these investments are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and offset the related change in the deferred compensation liability. For additional information, refer to Note 16.
NOTE 21 — TANGIBLE EQUITY UNITS
In May 2014, the Company completed a public offering of 2.875 TEUs, each with a stated value of $100.00. Each TEU was comprised of a prepaid stock purchase contract and a senior amortizing note due June 1, 2017. The prepaid common stock purchase contracts were recorded as additional paid-in capital, net of issuance costs, and the senior amortizing notes were recorded as long-term debt. Issuance costs associated with the debt component were recorded as deferred financing costs within “Long-term debt” on the Consolidated Balance Sheets and were amortized using the effective interest rate method over the term of the instrument to June 1, 2017. At September 30, 2019 and 2018, there was no long-term debt related to TEUs recorded on the Consolidated Balance Sheets. Post allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The proceeds received in the offering were $278.6, which were net of financing fees of $8.9. The aggregate values assigned upon issuance of each component of the TEUs were as follows (amounts in millions except price per TEU):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Component
|
|
Debt Component
|
|
TEUs Total
|
Price per TEU
|
$
|
85.48
|
|
|
$
|
14.52
|
|
|
$
|
100.00
|
|
Gross proceeds
|
$
|
245.7
|
|
|
$
|
41.8
|
|
|
$
|
287.5
|
|
Issuance costs
|
(7.6
|
)
|
|
(1.3
|
)
|
|
(8.9
|
)
|
Net proceeds
|
$
|
238.1
|
|
|
$
|
40.5
|
|
|
$
|
278.6
|
|
|
|
|
|
|
|
Balance sheet impact (at issuance)
|
|
|
|
|
|
Long-term debt (deferred financing fees)
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
Current portion of long-term debt
|
—
|
|
|
13.3
|
|
|
13.3
|
|
Long-term debt
|
—
|
|
|
28.5
|
|
|
28.5
|
|
Additional paid-in capital
|
238.1
|
|
|
—
|
|
|
238.1
|
|
The senior amortizing note component of each TEU’s initial principal amount of $14.5219 bore interest at 5.25% per annum and had a final installment payment date of June 1, 2017. The Company paid equal quarterly cash installments of $1.3125 per amortizing note on March 1, June 1, September 1 and December 1 of each year. Payments commenced on September 1, 2014 and ended on June 1, 2017. Each installment constituted a payment of interest and a partial repayment of principal. The senior amortizing note component of the TEUs was repaid as of June 1, 2017 and the Company delivered 1.7114 shares of its common stock per purchase contract.
Holders of TEUs, or their separated purchase contract components, settled 2.8 purchase contracts during the year ended September 30, 2017 for which the Company issued 4.7 shares of common stock during the year ended September 30, 2017. All outstanding purchase contracts were settled as of September 30, 2017.
NOTE 22 — SHAREHOLDERS’ EQUITY
Preferred Stock
During the year ended September 30, 2019, the Company had one class of preferred stock outstanding, the Series C Preferred. During the year ended September 30, 2018, the Company had two classes of preferred stock outstanding, the Series C Preferred and the Series B Preferred. There are 50.0 preferred shares authorized.
Series C Preferred
The Series C Preferred had a $0.01 par value per share and a $100.00 liquidation value per share. There were zero and 3.2 shares outstanding at September 30, 2019 and 2018, respectively. The Series C Preferred earned cumulative dividends at a rate of 2.5% per annum payable quarterly on February 15, May 15, August 15 and November 15. The Series C Preferred was non-voting and ranked senior to the Company’s outstanding common stock upon the Company’s dissolution or liquidation.
In the second quarter of fiscal 2019, the Company completed the redemption of its Series C Preferred. Substantially all of the 3.2 shares of Series C Preferred outstanding as of January 10, 2019, the date the Series C Preferred redemption was announced, were converted into 5.9 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series C Preferred. The number of shares of common stock exchanged in the transactions was based upon the conversion rate under the Certificate of Designation, Rights and Preferences for the Series C Preferred of 1.8477 shares of common stock per share of Series C Preferred. The remaining shares of Series C Preferred were redeemed.
Series B Preferred
The Series B Preferred had a $0.01 par value per share and a $100.00 liquidation value per share. There were zero shares outstanding at both September 30, 2019 and 2018. The Series B Preferred earned cumulative dividends at a rate of 3.75% per annum payable quarterly on February 15, May 15, August 15 and November 15. The Series B Preferred was non-voting and ranked senior to the Company’s outstanding common stock upon the Company’s dissolution or liquidation.
In the second quarter of fiscal 2018, the Company completed the redemption of its Series B Preferred. Substantially all of the 1.5 shares of Series B Preferred outstanding as of January 10, 2018, the date the redemption was announced, were converted into 3.1 shares of the Company’s common stock. The number of shares of common stock exchanged in the transactions was based upon the conversion rate under the Certificate of Designation, Rights and Preferences for the Series B Preferred, of 2.1192 shares of common stock per share of Series B Preferred. The remaining shares of Series B Preferred were redeemed.
Common Stock
During the year ended September 30, 2019, the Company repurchased 3.3 shares of its common stock at an average share price of $98.78 per share for a total cost of $330.8, including broker’s commissions. Of the $330.8 total cost, $8.7 was not settled until October 2019 and was included in “Other current liabilities” on the Consolidated Balance Sheet at September 30, 2019. During the year ended September 30, 2018, the Company repurchased 2.8 shares of its common stock at an average share price of $76.21 per share for a total cost of $218.7, including broker’s commissions. During the year ended September 30, 2017, the Company repurchased 4.0 shares of its common stock at an average share price of $79.53 per share for a total cost of $317.8, including broker’s commissions. These share repurchases were recorded as “Treasury stock, at cost” on the Consolidated Balance Sheets.
NOTE 23 — SEGMENTS
During the first quarter of fiscal 2019, the Company reorganized its reportable segments in accordance with ASC Topic 280, “Segment Reporting.” At September 30, 2019, the Company’s reportable segments were as follows:
|
|
•
|
Post Consumer Brands: North American RTE cereal business;
|
|
|
•
|
Weetabix: the international (primarily U.K.) RTE cereal and muesli business;
|
|
|
•
|
Foodservice: primarily egg and potato products;
|
|
|
•
|
Refrigerated Retail: refrigerated retail products, inclusive of side dishes and egg, cheese and sausage products; and
|
|
|
•
|
Active Nutrition: RTD protein shakes, other RTD beverages, powders and nutrition bars.
|
Due to the level of integration between the Foodservice and Refrigerated Retail segments, it is impracticable to present additions to property and intangibles and total assets separately for each segment. An allocation has been made between the two segments for depreciation based on inventory costing. Where practicable, all fiscal 2018 and 2017 segment results reported herein have been reclassified to conform with the fiscal 2019 presentation. Additionally, effective October 1, 2018, 8th Avenue was no longer consolidated in the Company's financial statements and the Company’s 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. All historical segment results of 8th Avenue are reported herein as Post’s Private Brands segment.
Management evaluates each segment’s performance based on its segment profit, which is its earnings before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sales of businesses and facilities, interest expense and other unallocated corporate income and expenses.
In fiscal 2019, 2018 and 2017, Post’s external revenues were primarily generated by sales within the U.S.; foreign (primarily located in the U.K. and Canada) sales were approximately 13%, 13% and 8% of total net sales, respectively. Sales are attributed to individual countries based on the address to which the product is shipped.
As of September 30, 2019 and 2018, the majority of Post’s tangible long-lived assets were located in the U.S.; the remainder were located primarily in the U.K. and Canada which combined have a net carrying value of approximately $279.0 and $284.3, respectively. Additionally, the Company had tangible long-lived assets located in Canada of $12.4, which were classified as held for sale at September 30, 2018.
In the years ended September 30, 2019, 2018 and 2017, one customer, including its affiliates, accounted for $1,186.8, $1,100.6 and $914.2, respectively, or approximately 21%, 18% and 17%, respectively, of total net sales. Each of the segments sold products to this major customer or its affiliates.
The following tables present information about the Company’s reportable segments. In addition, the tables present net sales by product. Net sales for the year ended September 30, 2019 are presented under ASC Topic 606, “Revenue from Contracts with Customers,” and net sales for the years ended September 30, 2018 and 2017 are presented under ASC Topic 605, “Revenue Recognition.” Note that additions to property and intangibles excludes additions through business acquisitions (see Note 5).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
|
2019
|
|
2018
|
|
2017
|
Net Sales
|
|
|
|
|
|
|
Post Consumer Brands
|
$
|
1,875.9
|
|
|
$
|
1,831.7
|
|
|
$
|
1,742.5
|
|
|
Weetabix
|
418.2
|
|
|
423.4
|
|
|
112.4
|
|
|
Foodservice
|
1,627.4
|
|
|
1,548.2
|
|
|
1,340.6
|
|
|
Refrigerated Retail
|
907.3
|
|
|
790.9
|
|
|
530.2
|
|
|
Active Nutrition
|
854.4
|
|
|
827.5
|
|
|
713.2
|
|
|
Private Brands
|
—
|
|
|
848.9
|
|
|
791.2
|
|
|
Eliminations
|
(2.1
|
)
|
|
(13.4
|
)
|
|
(4.3
|
)
|
|
Total
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
Segment Profit
|
|
|
|
|
|
|
Post Consumer Brands
|
$
|
337.1
|
|
|
$
|
329.2
|
|
|
$
|
354.9
|
|
|
Weetabix
|
94.8
|
|
|
87.2
|
|
|
14.5
|
|
|
Foodservice
|
198.4
|
|
|
157.6
|
|
|
26.9
|
|
|
Refrigerated Retail
|
95.1
|
|
|
90.0
|
|
|
83.7
|
|
|
Active Nutrition
|
175.1
|
|
|
124.4
|
|
|
96.4
|
|
|
Private Brands
|
—
|
|
|
60.8
|
|
|
58.1
|
|
|
Total segment profit
|
900.5
|
|
|
849.2
|
|
|
634.5
|
|
General corporate expenses and other
|
169.6
|
|
|
136.8
|
|
|
87.7
|
|
Gain on sale of business
|
(126.6
|
)
|
|
—
|
|
|
—
|
|
Impairment of goodwill and other intangibles
|
63.3
|
|
|
124.9
|
|
|
26.5
|
|
Interest expense, net
|
322.4
|
|
|
387.3
|
|
|
314.8
|
|
Loss on extinguishment of debt, net
|
6.1
|
|
|
31.1
|
|
|
222.9
|
|
Expense (income) on swaps, net
|
306.6
|
|
|
(95.6
|
)
|
|
(91.8
|
)
|
Earnings before income taxes and equity method loss
|
$
|
159.1
|
|
|
$
|
264.7
|
|
|
$
|
74.4
|
|
Net sales by product
|
|
|
|
|
|
|
Cereal and granola
|
$
|
2,293.3
|
|
|
$
|
2,351.2
|
|
|
$
|
1,963.9
|
|
|
Eggs and egg products
|
1,578.4
|
|
|
1,542.8
|
|
|
1,419.1
|
|
|
Side dishes
|
519.6
|
|
|
398.2
|
|
|
192.3
|
|
|
Cheese and dairy
|
234.6
|
|
|
248.6
|
|
|
259.4
|
|
|
Sausage
|
149.6
|
|
|
96.0
|
|
|
—
|
|
|
Protein-based products and supplements
|
854.7
|
|
|
827.5
|
|
|
713.2
|
|
|
Nut butters and dried fruit and nut
|
—
|
|
|
487.5
|
|
|
432.5
|
|
|
Pasta
|
—
|
|
|
258.4
|
|
|
249.4
|
|
|
Other
|
52.5
|
|
|
53.0
|
|
|
—
|
|
|
Eliminations
|
(1.6
|
)
|
|
(6.0
|
)
|
|
(4.0
|
)
|
|
Total
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
Additions to property and intangibles
|
|
|
|
|
|
|
Post Consumer Brands
|
$
|
62.1
|
|
|
$
|
51.5
|
|
|
$
|
57.8
|
|
|
Weetabix
|
37.7
|
|
|
26.3
|
|
|
13.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foodservice and Refrigerated Retail
|
162.3
|
|
|
114.6
|
|
|
66.0
|
|
|
Active Nutrition
|
3.2
|
|
|
5.0
|
|
|
3.9
|
|
|
Private Brands
|
—
|
|
|
26.6
|
|
|
29.1
|
|
|
Corporate
|
8.6
|
|
|
1.0
|
|
|
20.0
|
|
|
Total
|
$
|
273.9
|
|
|
$
|
225.0
|
|
|
$
|
190.4
|
|
Depreciation and amortization
|
|
|
|
|
|
|
Post Consumer Brands
|
$
|
117.4
|
|
|
$
|
122.0
|
|
|
$
|
112.4
|
|
|
Weetabix
|
35.0
|
|
|
38.1
|
|
|
7.7
|
|
|
Foodservice
|
111.8
|
|
|
105.4
|
|
|
98.6
|
|
|
Refrigerated Retail
|
74.1
|
|
|
57.9
|
|
|
26.8
|
|
|
Active Nutrition
|
25.3
|
|
|
25.9
|
|
|
25.3
|
|
|
Private Brands
|
—
|
|
|
40.9
|
|
|
48.6
|
|
|
|
Total segment depreciation and amortization
|
363.6
|
|
|
390.2
|
|
|
319.4
|
|
|
Corporate and accelerated depreciation
|
16.0
|
|
|
8.2
|
|
|
3.7
|
|
|
Total
|
$
|
379.6
|
|
|
$
|
398.4
|
|
|
$
|
323.1
|
|
|
|
|
|
|
|
|
September 30,
|
|
2019
|
|
2018
|
|
2017
|
Assets, end of year
|
|
|
|
|
|
|
Post Consumer Brands
|
$
|
3,296.3
|
|
|
$
|
3,391.7
|
|
|
$
|
3,440.5
|
|
|
Weetabix
|
1,779.1
|
|
|
1,853.3
|
|
|
2,048.9
|
|
|
Foodservice and Refrigerated Retail
|
5,033.8
|
|
|
5,132.4
|
|
|
3,176.0
|
|
|
Active Nutrition
|
594.0
|
|
|
559.3
|
|
|
581.3
|
|
|
Private Brands
|
—
|
|
|
1,055.3
|
|
|
1,054.9
|
|
|
Corporate
|
1,248.4
|
|
|
1,065.5
|
|
|
1,575.2
|
|
|
Total
|
$
|
11,951.6
|
|
|
$
|
13,057.5
|
|
|
$
|
11,876.8
|
|
NOTE 24 — SUMMARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
Fiscal 2019
|
|
|
|
|
|
|
|
Net sales
|
$
|
1,411.3
|
|
|
$
|
1,387.8
|
|
|
$
|
1,439.2
|
|
|
$
|
1,442.8
|
|
Gross profit
|
426.5
|
|
|
451.3
|
|
|
462.1
|
|
|
452.2
|
|
(Gain) loss on sale of business
|
(124.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
0.7
|
|
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
Net earnings (loss)
|
125.6
|
|
|
44.0
|
|
|
16.2
|
|
|
(61.1
|
)
|
Net earnings (loss) available to common shareholders
|
123.6
|
|
|
43.0
|
|
|
16.2
|
|
|
(61.1
|
)
|
Basic earnings (loss) per share
|
$
|
1.85
|
|
|
$
|
0.61
|
|
|
$
|
0.22
|
|
|
$
|
(0.84
|
)
|
Diluted earnings (loss) per share
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.21
|
|
|
$
|
(0.84
|
)
|
|
|
|
|
|
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
Net sales
|
$
|
1,433.1
|
|
|
$
|
1,586.1
|
|
|
$
|
1,608.1
|
|
|
$
|
1,629.9
|
|
Gross profit
|
448.5
|
|
|
472.4
|
|
|
458.2
|
|
|
474.9
|
|
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
124.9
|
|
Net earnings (loss)
|
294.9
|
|
|
91.5
|
|
|
96.5
|
|
|
(15.6
|
)
|
Net earnings (loss) available to common shareholders
|
291.5
|
|
|
88.9
|
|
|
94.5
|
|
|
(17.6
|
)
|
Basic earnings (loss) per share
|
$
|
4.42
|
|
|
$
|
1.33
|
|
|
$
|
1.41
|
|
|
$
|
(0.26
|
)
|
Diluted earnings (loss) per share
|
$
|
3.82
|
|
|
$
|
1.20
|
|
|
$
|
1.29
|
|
|
$
|
(0.26
|
)
|
NOTE 25 — SUBSEQUENT EVENTS
BellRing Brands, Inc. Initial Public Offering
On October 21, 2019, BellRing Brands, Inc. (“BellRing”), a subsidiary of the Company, closed its initial public offering (“IPO”) of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), at an offering price of $14.00 per share. BellRing received net proceeds from the IPO of $524.4, excluding fees payable to us and after deducting underwriting discounts and commissions. As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing is a publicly-traded company whose Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol “BRBR”. BellRing is a holding company owning 28.8% of the non-voting membership units (the “BellRing Brands, LLC units”) of BellRing Brands, LLC (formerly Dymatize Holdings, LLC). Post owns 71.2% of the BellRing Brands, LLC units and one share of BellRing’s Class B common stock, $0.01 par value per share (the “Class B Common Stock”). For so long as Post or its affiliates (other than BellRing and its subsidiaries) directly own more than 50% of the BellRing Brands, LLC units, the Class B Common Stock represents 67% of the combined voting power of the common stock of BellRing. BellRing Brands, LLC is the holding company for Post’s historical Active Nutrition business (reported herein as the Active Nutrition segment). Effective October 21, 2019, the Active Nutrition segment will be known as the BellRing Brands segment.
Effective October 21, 2019, the financial results of BellRing and its subsidiaries will be consolidated within Post’s financial results and 28.8% of the consolidated net income (loss) and net assets of BellRing and its subsidiaries, representing the percentage of economic interest in BellRing Brands, LLC held by BellRing (and therefore indirectly held by the public stockholders of BellRing through their ownership of the Class A Common Stock), will be allocated to noncontrolling interest.
2020 Bridge Loan and BellRing Brands, LLC’s Senior Debt Facilities
On October 11, 2019, in connection with the IPO and the formation transactions, Post entered into a $1,225.0 Bridge Facility Agreement (the “2020 Bridge Loan Facility”) and borrowed $1,225.0 under the 2020 Bridge Loan Facility (the “2020 Bridge Loan”). On October 21, 2019, BellRing Brands, LLC entered into a Borrower Assignment and Assumption Agreement with Post and the administrative agent, under which BellRing Brands, LLC became the borrower under the 2020 Bridge Loan, and Post had no further material obligations thereunder. Post retained the net cash proceeds of the 2020 Bridge Loan, and following the assumption by BellRing Brands, LLC of the 2020 Bridge Loan Facility, Post used the cash proceeds of the 2020 Bridge Loan to repay a portion of the $1,309.5 outstanding balance of the Term Loan. Subsequent to the partial repayment, the Term Loan will require quarterly principal installment payments of $0.2 beginning on December 31, 2020. In connection with the repayment of a portion of the Term Loan and the repayment of the 2020 Bridge Loan, the Company recorded a write-off of debt issuance costs of $12.2 which will be reported as loss on extinguishment of debt.
On October 21, 2019, BellRing Brands, LLC entered into debt facilities consisting of a $700.0 term B loan facility (the “Term B Facility”) and a $200.0 revolving credit facility (the “BellRing Revolving Credit Facility”). On that same day, BellRing Brands, LLC borrowed the full amount under the Term B Facility and $100.0 under the BellRing Revolving Credit Facility. The majority of proceeds of such borrowings, as well as the proceeds from the IPO, were used to repay in full the balance of the 2020 Bridge Loan, all interest thereunder and related costs and expenses. On October 31, 2019, BellRing Brands, LLC repaid $40.0 of outstanding borrowings under the BellRing Revolving Credit Facility.