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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 10-Q
___________________________________________________ | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: July 31, 2024
or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-5111
___________________________________________________
The J. M. Smucker Company
(Exact name of registrant as specified in its charter)
___________________________________________________ | | | | | | | | | | | | | | | | | |
Ohio | | 34-0538550 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | | |
One Strawberry Lane | | | | |
Orrville, | Ohio | | 44667-0280 |
(Address of principal executive offices) | | (Zip code) |
| | |
Registrant’s telephone number, including area code: | (330) | 682-3000 | |
| | |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
| | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
| | | | | |
Title of each class | Trading symbol | Name of each exchange on which registered |
Common shares, no par value | SJM | New York Stock Exchange |
___________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | | ý | Accelerated filer | | ☐ |
| | | |
Non-accelerated filer | | ☐ | Smaller reporting company | | ☐ |
| | | | | |
Emerging growth company | | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The Company had 106,406,222 common shares outstanding on August 21, 2024.
TABLE OF CONTENTS
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 5. | | |
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Item 6. | | |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited) | | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
Dollars in millions, except per share data | | | | | 2024 | | 2023 |
Net sales | | | | | $ | 2,125.1 | | | $ | 1,805.2 | |
Cost of products sold (A) | | | | | 1,327.9 | | | 1,150.4 | |
Gross Profit | | | | | 797.2 | | | 654.8 | |
Selling, distribution, and administrative expenses | | | | | 390.1 | | | 313.6 | |
Amortization | | | | | 56.0 | | | 39.8 | |
| | | | | | | |
Other special project costs (A) | | | | | 7.1 | | | — | |
| | | | | | | |
Other operating expense (income) – net | | | | | (5.5) | | | (2.1) | |
Operating Income | | | | | 349.5 | | | 303.5 | |
Interest expense – net | | | | | (100.4) | | | (32.1) | |
| | | | | | | |
Other income (expense) – net | | | | | (3.1) | | | (33.0) | |
Income Before Income Taxes | | | | | 246.0 | | | 238.4 | |
Income tax expense | | | | | 61.0 | | | 54.8 | |
Net Income | | | | | $ | 185.0 | | | $ | 183.6 | |
Earnings per common share: | | | | | | | |
Net Income | | | | | $ | 1.74 | | | $ | 1.79 | |
Net Income – Assuming Dilution | | | | | $ | 1.74 | | | $ | 1.79 | |
(A)Includes certain divestiture, acquisition, integration, and restructuring costs (“special project costs”). For more information, see Note 5: Special Project Costs and Note 6: Reportable Segments.
See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited) | | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
Dollars in millions | | | | | 2024 | | 2023 |
Net income | | | | | $ | 185.0 | | | $ | 183.6 | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustments | | | | | (0.6) | | | 7.4 | |
Cash flow hedging derivative activity, net of tax | | | | | 2.6 | | | 2.6 | |
Pension and other postretirement benefit plans activity, net of tax | | | | | 0.4 | | | 0.4 | |
Available-for-sale securities activity, net of tax | | | | | — | | | (0.2) | |
Total Other Comprehensive Income | | | | | 2.4 | | | 10.2 | |
Comprehensive Income | | | | | $ | 187.4 | | | $ | 193.8 | |
See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) | | | | | | | | | | | |
Dollars in millions | July 31, 2024 | | April 30, 2024 |
ASSETS |
Current Assets | | | |
Cash and cash equivalents | $ | 39.5 | | | $ | 62.0 | |
Trade receivables – net | 734.9 | | | 736.5 | |
Inventories: | | | |
Finished products | 666.1 | | | 639.4 | |
Raw materials | 471.7 | | | 399.5 | |
Total Inventory | 1,137.8 | | | 1,038.9 | |
| | | |
Other current assets | 168.9 | | | 129.5 | |
Total Current Assets | 2,081.1 | | | 1,966.9 | |
Property, Plant, and Equipment | | | |
Land and land improvements | 152.4 | | | 152.4 | |
Buildings and fixtures | 1,299.1 | | | 1,174.9 | |
Machinery and equipment | 2,982.7 | | | 2,933.7 | |
Construction in progress | 833.9 | | | 911.7 | |
Gross Property, Plant, and Equipment | 5,268.1 | | | 5,172.7 | |
Accumulated depreciation | (2,172.8) | | | (2,100.0) | |
Total Property, Plant, and Equipment | 3,095.3 | | | 3,072.7 | |
Other Noncurrent Assets | | | |
Operating lease right-of-use assets | 164.5 | | | 174.6 | |
Goodwill | 7,649.5 | | | 7,649.9 | |
Other intangible assets – net | 7,199.6 | | | 7,255.4 | |
Other noncurrent assets | 158.2 | | | 154.2 | |
Total Other Noncurrent Assets | 15,171.8 | | | 15,234.1 | |
Total Assets | $ | 20,348.2 | | | $ | 20,273.7 | |
| | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current Liabilities | | | |
Accounts payable | $ | 1,244.1 | | | $ | 1,336.2 | |
Accrued trade marketing and merchandising | 202.0 | | | 214.3 | |
Current portion of long-term debt | 999.5 | | | 999.3 | |
Short-term borrowings | 697.0 | | | 591.0 | |
| | | |
Other current liabilities | 621.4 | | | 620.3 | |
Total Current Liabilities | 3,764.0 | | | 3,761.1 | |
Noncurrent Liabilities | | | |
Long-term debt, less current portion | 6,775.3 | | | 6,773.7 | |
Deferred income taxes | 1,740.8 | | | 1,737.4 | |
Noncurrent operating lease liabilities | 133.8 | | | 143.5 | |
Other noncurrent liabilities | 164.8 | | | 164.1 | |
Total Noncurrent Liabilities | 8,814.7 | | | 8,818.7 | |
Total Liabilities | 12,578.7 | | | 12,579.8 | |
Shareholders’ Equity | | | |
Common shares | 26.6 | | | 26.5 | |
Additional capital | 5,715.2 | | | 5,713.9 | |
Retained income | 2,259.9 | | | 2,188.1 | |
Accumulated other comprehensive income (loss) | (232.2) | | | (234.6) | |
Total Shareholders’ Equity | 7,769.5 | | | 7,693.9 | |
Total Liabilities and Shareholders’ Equity | $ | 20,348.2 | | | $ | 20,273.7 | |
See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited) | | | | | | | | | | | |
| Three Months Ended July 31, |
Dollars in millions | 2024 | | 2023 |
Operating Activities | | | |
Net income | $ | 185.0 | | | $ | 183.6 | |
Adjustments to reconcile net income to net cash provided by (used for) operations: | | | |
Depreciation | 73.0 | | | 50.2 | |
Amortization | 56.0 | | | 39.8 | |
| | | |
Pension settlement loss (gain) | — | | | 3.2 | |
Unrealized loss on investment in equity securities – net | — | | | 27.4 | |
Share-based compensation expense | 8.9 | | | 5.1 | |
| | | |
Deferred income tax expense (benefit) | 2.6 | | | (8.9) | |
Other noncash adjustments – net | 15.1 | | | 4.8 | |
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Changes in assets and liabilities, net of effect from acquisition and divestitures: | | | |
Trade receivables | 1.6 | | | 6.1 | |
Inventories | (99.0) | | | (81.4) | |
Other current assets | 2.6 | | | (4.8) | |
Accounts payable | (61.5) | | | (43.8) | |
Accrued liabilities | (60.9) | | | (7.7) | |
Income and other taxes | 54.9 | | | 57.3 | |
Other – net | (5.4) | | | (13.0) | |
Net Cash Provided by (Used for) Operating Activities | 172.9 | | | 217.9 | |
Investing Activities | | | |
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Additions to property, plant, and equipment | (123.7) | | | (150.3) | |
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Other – net | (48.7) | | | (1.6) | |
Net Cash Provided by (Used for) Investing Activities | (172.4) | | | (151.9) | |
Financing Activities | | | |
Short-term borrowings (repayments) – net | 96.2 | | | — | |
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Quarterly dividends paid | (112.1) | | | (105.2) | |
Purchase of treasury shares | (2.6) | | | (372.0) | |
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Other – net | (4.5) | | | (4.1) | |
Net Cash Provided by (Used for) Financing Activities | (23.0) | | | (481.3) | |
Effect of exchange rate changes on cash | — | | | 0.6 | |
Net increase (decrease) in cash and cash equivalents | (22.5) | | | (414.7) | |
Cash and cash equivalents at beginning of period | 62.0 | | | 655.8 | |
Cash and Cash Equivalents at End of Period | $ | 39.5 | | | $ | 241.1 | |
( ) Denotes use of cash
See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY
(Unaudited)
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| Three Months Ended July 31, 2024 |
Dollars in millions | Common Shares Outstanding | | Common Shares | | Additional Capital | | Retained Income | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance at May 1, 2024 | 106,194,281 | | | $ | 26.5 | | | $ | 5,713.9 | | | $ | 2,188.1 | | | $ | (234.6) | | | $ | 7,693.9 | |
Net income | | | | | | | 185.0 | | | | | 185.0 | |
Other comprehensive income (loss) | | | | | | | | | 2.4 | | | 2.4 | |
Comprehensive income | | | | | | | | | | | 187.4 | |
Purchase of treasury shares | (22,748) | | | — | | | (3.2) | | | 0.6 | | | | | (2.6) | |
Stock plans | 236,997 | | | 0.1 | | | 4.5 | | | 0.8 | | | | | 5.4 | |
Cash dividends declared, $1.08 per common share | | | | | | | (114.6) | | | | | (114.6) | |
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Balance at July 31, 2024 | 106,408,530 | | | $ | 26.6 | | | $ | 5,715.2 | | | $ | 2,259.9 | | | $ | (232.2) | | | $ | 7,769.5 | |
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| Three Months Ended July 31, 2023 |
Dollars in millions | Common Shares Outstanding | | Common Shares | | Additional Capital | | Retained Income | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance at May 1, 2023 | 104,398,618 | | | $ | 26.1 | | | $ | 5,371.8 | | | $ | 2,132.1 | | | $ | (239.2) | | | $ | 7,290.8 | |
Net income | | | | | | | 183.6 | | | | | 183.6 | |
Other comprehensive income (loss) | | | | | | | | | 10.2 | | | 10.2 | |
Comprehensive income | | | | | | | | | | | 193.8 | |
Purchase of treasury shares | (2,410,863) | | | (0.6) | | | (132.1) | | | (242.9) | | | | | (375.6) | |
Stock plans | 144,918 | | | — | | | 2.4 | | | (1.1) | | | | | 1.3 | |
Cash dividends declared, $1.06 per common share | | | | | | | (106.9) | | | | | (106.9) | |
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Balance at July 31, 2023 | 102,132,673 | | | $ | 25.5 | | | $ | 5,242.1 | | | $ | 1,964.8 | | | $ | (229.0) | | | $ | 7,003.4 | |
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See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in millions, unless otherwise noted, except per share data)
Note 1: Basis of Presentation
The unaudited interim condensed consolidated financial statements of The J. M. Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.
Operating results for the three months ended July 31, 2024, are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2024.
Note 2: Recently Issued Accounting Standards
In March 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their registration statements and annual reports. The rules will require the disclosure of significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates, in the audited financial statements in certain circumstances. Disclosure of the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook will also be required, along with the process used to identify, assess, and manage these risks. In addition, the rules require disclosure of material climate-related targets or goals, material Scope 1 and Scope 2 greenhouse gas emissions, and the methodology used to calculate those emissions. In April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review; however, we do not anticipate any impact to our financial statements upon adoption and continue to evaluate the impacts on our disclosures.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 will improve the transparency and decision usefulness of income tax disclosures to better assess how operations and related tax risks affect tax rates and future cash flows on an interim and annual basis. It will be effective for us on May 1, 2025, and can be adopted either on a prospective or retrospective basis. We do not anticipate any impact to our financial statements upon adoption and are currently evaluating the impacts of the standard on our disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. It will be effective for our annual period beginning May 1, 2024, and interim periods beginning May 1, 2025, with the option to early adopt at any time prior to the effective dates and will require adoption on a retrospective basis. We do not anticipate any impact to our financial statements upon adoption and are currently evaluating the impacts of the standard on our disclosures.
Note 3: Acquisition
On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc. (“Hostess Brands”). The total purchase consideration in connection with the acquisition was $5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date.
The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2, as discussed in Note 16: Common Shares. In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards. New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the
acquisition. For additional information on the financing associated with this transaction, refer to Note 8: Debt and Financing Arrangements.
Hostess Brands is a manufacturer and marketer of sweet baked goods brands including Hostess® Donettes®, Twinkies®, CupCakes, DingDongs®, Zingers®, CoffeeCakes, HoHos®, Mini Muffins, and Fruit Pies, and the Voortman® cookie brand. In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois.
The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including $333.7 in net sales and $50.8 in operating income, are included within the Sweet Baked Snacks segment for the three months ended July 31, 2024. The operating income for the three months ended July 31, 2024, excludes special project costs related to transaction and integration costs recognized within the segment.
The purchase price was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition on a provisional basis. We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management. The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, and, as such, the excess was allocated to goodwill.
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.
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Assets acquired: | |
Cash and cash equivalents | $ | 135.0 | |
Trade receivables – net | 181.1 | |
Inventories | 66.0 | |
Other current assets | 6.0 | |
Property, plant, and equipment – net | 534.5 | |
Operating lease right-of-use assets | 17.2 | |
Goodwill | 2,447.1 | |
Other intangible assets – net | 3,038.6 | |
Other noncurrent assets | 43.2 | |
Total assets acquired | $ | 6,468.7 | |
Liabilities assumed: | |
Accounts payable | $ | 67.3 | |
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Other current liabilities | 249.3 | |
Deferred income taxes | 639.4 | |
Noncurrent operating lease liabilities | 14.5 | |
Other noncurrent liabilities | 1.4 | |
Total liabilities assumed | 971.9 | |
Net assets acquired | $ | 5,496.8 | |
Certain estimated fair values for the acquisition, including goodwill and income taxes, are not yet finalized. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values at the date of the acquisition during the one-year measurement period, as permitted under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations.
As a result of the acquisition, we recognized a total of $2.4 billion of goodwill within the Sweet Baked Snacks segment. Of the total goodwill, $196.6 was deductible for tax purposes at the acquisition date, of which $181.3 remains deductible as of July 31, 2024. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities as we integrate Hostess Brands into our Company. The goodwill and indefinite-lived trademarks resulting from the acquisition are susceptible to future impairment charges. Any significant change in our near or long-term projections or macroeconomic conditions may result in future impairment charges as the carrying values of goodwill and indefinite-lived trademarks approximate estimated fair values.
The following table summarizes the purchase price allocated to the identifiable intangible assets acquired.
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Intangible assets with finite lives: | |
Customer and contractual relationships (25-year useful life) | $ | 1,238.5 | |
Non-competition agreements (varying useful lives) | 38.0 | |
Trademarks (5-year useful life) | 9.9 | |
Intangible assets with indefinite lives: | |
Trademarks | $ | 1,752.2 | |
Total intangible assets | $ | 3,038.6 | |
The annual amortization expense for the finite-lived intangible assets based on the purchase price allocation is $71.6.
Hostess Brands’ results of operations are included in our condensed consolidated financial statements from the date of the transaction within our Sweet Baked Snacks segment. If the transaction had occurred on May 1, 2022, unaudited pro forma consolidated results for the three months ended July 31, 2023, would have been as follows:
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| | | Three Months Ended July 31, 2023 |
Net sales | | | | | $ | 2,159.8 | |
Net income | | | | | 162.5 | |
Net income per common share – assuming dilution | | | | | $ | 1.52 | |
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The unaudited pro forma consolidated results are based on our historical financial statements and those of Hostess Brands and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period presented. The most significant pro forma adjustments relate to interest expense associated with acquisition-related financing, the elimination of nonrecurring acquisition-related costs incurred prior to the close of the transaction, amortization of acquired intangible assets, and depreciation of acquired property, plant, and equipment. The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods.
Note 4: Divestitures
On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods, Inc. (“TreeHouse Foods”). The transaction included Bick’s® pickles, Habitant® pickled beets, Woodman’s® horseradish, and McLarens® pickled onions brands, inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 in 2024, which were included in the International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $5.7 during the third quarter of 2024.
On November 1, 2023, we sold the Sahale Snacks® business to Second Nature Brands (“Second Nature”). The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S. Retail Frozen Handheld and Spreads segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $6.7 during the third quarter of 2024.
On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”). The transaction included the Rachael Ray® Nutrish®, 9Lives®, Kibbles ’n Bits®, Nature’s Recipe®, and Gravy Train® brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands. Final net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction. We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during 2023. During the first half of 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss. Furthermore, during the first quarter of 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock. All 5.4 million shares of Post common stock were settled for $466.3 under the equity forward contract on November 15, 2023. For additional information, see Note 10: Derivative Financial Instruments.
Note 5: Special Project Costs
Special project costs consist primarily of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs are generally recognized when deemed probable and reasonably estimable, retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with divestiture, acquisition, integration, and restructuring activities. With the exception of accelerated depreciation, these costs are expensed as incurred. These special project costs are reported in cost of products sold and other special project costs in the Condensed Statements of Consolidated Income and are not allocated to segment profit. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.
Divestiture Costs: Total divestiture costs related to the divested Sahale Snacks and Canada condiment businesses are anticipated to be approximately $6.0, consisting primarily of employee-related and lease termination costs, all of which are expected to be cash charges. The majority of these costs were recognized in 2024, and the remainder are expected to be recognized during the first half of 2025. We incurred divestiture costs of $0.3 during the three months ended July 31, 2024, primarily consisting of employee-related costs. Total divestiture costs incurred to date were $5.8, which included $4.2 and $1.6 of employee-related and other transition and termination costs, respectively. The obligation related to severance and retention bonuses was $0.8 and $2.5 at July 31, 2024 and April 30, 2024, respectively.
Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the divestiture of certain pet food brands. We anticipate incurring approximately $12.0 of costs related to these efforts, consisting primarily of other transition and termination charges. The majority of these costs are expected to be cash charges and incurred by the end of 2026, with approximately half of the costs expected to be recognized in 2025. We incurred $0.1 of other transition and termination costs during the three months ended July 31, 2024. For additional information, see Note 4: Divestitures.
Integration Costs: Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $210.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges. We anticipate the remaining integration costs will be incurred by the end of 2026 and are expected to be split between employee-related and other transition and termination costs.
The following table summarizes our integration costs incurred related to the acquisition of Hostess Brands.
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| | | | | | | Three Months Ended July 31, 2024 | | Total Costs Incurred to Date at July 31, 2024 | | |
Transaction costs | | | | | | | $ | — | | | $ | 99.0 | | | |
Employee-related costs | | | | | | | 2.6 | | | 36.0 | | | |
Other transition and termination costs | | | | | | | 9.4 | | | 24.4 | | | |
Total integration costs | | | | | | | $ | 12.0 | | | $ | 159.4 | | | |
Cumulative noncash charges incurred through July 31, 2024, were $8.8 and included $5.6 incurred during the three months ended July 31, 2024, which primarily consisted of accelerated depreciation. Transaction costs primarily reflected equity compensation payouts, legal fees, and fees related to the Bridge Loan that provided committed financing for the acquisition of Hostess Brands. Other transition and termination costs primarily consisted of contract termination charges, accelerated depreciation, and consulting fees. The obligation related to severance and retention bonuses was $23.4 and $28.0 at July 31, 2024 and April 30, 2024, respectively. For additional information, see Note 3: Acquisition.
Note 6: Reportable Segments
We operate in one industry: the manufacturing and marketing of food and beverage products. We have four reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, and Sweet Baked Snacks. The presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.
The U.S. Retail Coffee segment primarily includes the domestic sales of Folgers®, Dunkin’®, and Café Bustelo® branded coffee; the U.S. Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Uncrustables®, Smucker’s®, and Jif® branded products; the U.S. Retail Pet Foods segment primarily includes the domestic sales of Meow Mix®, Milk-Bone®, Pup-Peroni®, and Canine Carry Outs® branded products; and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess and Voortman branded products in all channels. With the exception of Sweet Baked Snacks products, International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).
Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which we manage our segments. However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), special project costs, as well as corporate administrative expenses.
Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.
The following table reconciles segment profit to income before income taxes.
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| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Net sales: | | | | | | | |
U.S. Retail Coffee | | | | | $ | 623.4 | | | $ | 625.1 | |
U.S. Retail Frozen Handheld and Spreads | | | | | 496.8 | | | 464.0 | |
U.S. Retail Pet Foods | | | | | 399.7 | | | 441.0 | |
Sweet Baked Snacks | | | | | 333.7 | | | — | |
International and Away From Home | | | | | 271.5 | | | 275.1 | |
Total net sales | | | | | $ | 2,125.1 | | | $ | 1,805.2 | |
Segment profit: | | | | | | | |
U.S. Retail Coffee | | | | | $ | 172.6 | | | $ | 170.1 | |
U.S. Retail Frozen Handheld and Spreads | | | | | 119.0 | | | 105.7 | |
U.S. Retail Pet Foods | | | | | 115.3 | | | 81.3 | |
Sweet Baked Snacks | | | | | 74.4 | | | — | |
International and Away From Home | | | | | 48.6 | | | 36.4 | |
Total segment profit | | | | | $ | 529.9 | | | $ | 393.5 | |
Amortization | | | | | (56.0) | | | (39.8) | |
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Gain (loss) on divestitures – net | | | | | — | | | 1.2 | |
Interest expense – net | | | | | (100.4) | | | (32.1) | |
Change in net cumulative unallocated derivative gains and losses | | | | | (30.0) | | | 10.4 | |
Cost of products sold – special project costs (A) | | | | | (5.3) | | | — | |
Other special project costs (A) | | | | | (7.1) | | | — | |
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Corporate administrative expenses | | | | | (82.0) | | | (61.8) | |
Other income (expense) – net | | | | | (3.1) | | | (33.0) | |
Income before income taxes | | | | | $ | 246.0 | | | $ | 238.4 | |
(A)Includes special project costs related to certain divestiture, acquisition, integration, and restructuring activities. For more information, see Note 5: Special Project Costs.
The following table presents certain geographical information.
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| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Net sales: | | | | | | | |
United States | | | | | $ | 2,015.4 | | | $ | 1,676.4 | |
International: | | | | | | | |
Canada | | | | | $ | 81.4 | | | $ | 102.3 | |
All other international | | | | | 28.3 | | | 26.5 | |
Total international | | | | | $ | 109.7 | | | $ | 128.8 | |
Total net sales | | | | | $ | 2,125.1 | | | $ | 1,805.2 | |
The following table presents product category information.
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| | | Three Months Ended July 31, | | |
| | | | | 2024 | | 2023 | | Primary Reportable Segment (A) |
Coffee | | | | | $ | 711.9 | | | $ | 709.1 | | | U.S. Retail Coffee |
Sweet baked goods | | | | | 296.6 | | | — | | | Sweet Baked Snacks |
Pet snacks | | | | | 226.8 | | | 243.4 | | | U.S. Retail Pet Foods |
Frozen handheld | | | | | 222.6 | | | 179.4 | | | U.S. Retail Frozen Handheld and Spreads |
Peanut butter | | | | | 218.6 | | | 212.0 | | | U.S. Retail Frozen Handheld and Spreads |
Cat food | | | | | 183.1 | | | 191.1 | | | U.S. Retail Pet Foods |
Fruit spreads | | | | | 106.5 | | | 106.6 | | | U.S. Retail Frozen Handheld and Spreads |
Portion control | | | | | 54.1 | | | 48.6 | | | Other (B) |
Cookies | | | | | 37.1 | | | — | | | Sweet Baked Snacks |
Toppings and syrups | | | | | 28.3 | | | 24.8 | | | U.S. Retail Frozen Handheld and Spreads |
Baking mixes and ingredients | | | | | 14.2 | | | 14.8 | | | Other (B) |
Dog food | | | | | 6.2 | | | 26.8 | | | U.S. Retail Pet Foods |
Other | | | | | 19.1 | | | 48.6 | | | Other (B) |
Total net sales | | | | | $ | 2,125.1 | | | $ | 1,805.2 | | | |
(A)The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category.
(B)Represents the combined International and Away From Home operating segments.
Note 7: Earnings per Share
We computed net income per common share (“basic earnings per share”) under the two-class method for the three months ended July 31, 2024 and 2023, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods. Further, we computed net income per common share – assuming dilution (“diluted earnings per share”) under the two-class and treasury stock methods to determine the method that was most dilutive, in accordance with FASB ASC 260, Earnings Per Share. For the three months ended July 31, 2024 and 2023, the computation of diluted earnings per share was more dilutive under the treasury stock method, as compared to the two-class method. Therefore, the treasury stock method was used.
The following table sets forth the computation of basic and diluted earnings per share under the two-class method.
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| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Net income | | | | | $ | 185.0 | | | $ | 183.6 | |
Less: Net income allocated to participating securities | | | | | — | | | 0.1 | |
Net income allocated to common stockholders | | | | | $ | 185.0 | | | $ | 183.5 | |
Weighted-average common shares outstanding | | | | | 106.3 | | | 102.4 | |
Add: Dilutive effect of stock options | | | | | — | | | 0.1 | |
Weighted-average common shares outstanding – assuming dilution | | | | | 106.3 | | | 102.5 | |
Net income per common share | | | | | $ | 1.74 | | | $ | 1.79 | |
Net income per common share – assuming dilution | | | | | $ | 1.74 | | | $ | 1.79 | |
The following table sets forth the computation of diluted earnings per share under the treasury stock method.
| | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Net income | | | | | $ | 185.0 | | | $ | 183.6 | |
Weighted-average common shares outstanding – assuming dilution: | | | | | | | |
Weighted-average common shares outstanding | | | | | 106.3 | | | 102.4 | |
Add: Dilutive effect of stock options | | | | | — | | | 0.1 | |
Add: Dilutive effect of restricted shares, restricted stock units, and performance units | | | | | 0.2 | | | 0.3 | |
Weighted-average common shares outstanding – assuming dilution | | | | | 106.5 | | | 102.8 | |
Net income per common share – assuming dilution | | | | | $ | 1.74 | | | $ | 1.79 | |
Note 8: Debt and Financing Arrangements
The following table summarizes the components of our long-term debt. | | | | | | | | | | | | | | | | | | | | | | | |
| July 31, 2024 | | April 30, 2024 |
| Principal Outstanding | | Carrying Amount (A) | | Principal Outstanding | | Carrying Amount (A) |
3.50% Senior Notes due March 15, 2025 | $ | 1,000.0 | | | $ | 999.5 | | | $ | 1,000.0 | | | $ | 999.3 | |
3.38% Senior Notes due December 15, 2027 | 500.0 | | | 498.5 | | | 500.0 | | | 498.4 | |
5.90% Senior Notes due November 15, 2028 | 750.0 | | | 744.8 | | | 750.0 | | | 744.5 | |
2.38% Senior Notes due March 15, 2030 | 500.0 | | | 497.3 | | | 500.0 | | | 497.2 | |
2.13% Senior Notes due March 15, 2032 | 500.0 | | | 495.3 | | | 500.0 | | | 495.2 | |
6.20% Senior Notes due November 15, 2033 | 1,000.0 | | | 991.8 | | | 1,000.0 | | | 991.5 | |
4.25% Senior Notes due March 15, 2035 | 650.0 | | | 645.6 | | | 650.0 | | | 645.5 | |
2.75% Senior Notes due September 15, 2041 | 300.0 | | | 297.5 | | | 300.0 | | | 297.4 | |
6.50% Senior Notes due November 15, 2043 | 750.0 | | | 736.6 | | | 750.0 | | | 736.5 | |
4.38% Senior Notes due March 15, 2045 | 600.0 | | | 588.8 | | | 600.0 | | | 588.7 | |
3.55% Senior Notes due March 15, 2050 | 300.0 | | | 296.3 | | | 300.0 | | | 296.2 | |
6.50% Senior Notes due November 15, 2053 | 1,000.0 | | | 982.8 | | | 1,000.0 | | | 982.6 | |
| | | | | | | |
Total long-term debt | $ | 7,850.0 | | | $ | 7,774.8 | | | $ | 7,850.0 | | | $ | 7,773.0 | |
Current portion of long-term debt | 1,000.0 | | | 999.5 | | | 1,000.0 | | | 999.3 | |
Total long-term debt, less current portion | $ | 6,850.0 | | | $ | 6,775.3 | | | $ | 6,850.0 | | | $ | 6,773.7 | |
(A) Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, offering discounts, and terminated interest rate contracts.
In September 2023, we entered into a Term Loan with a group of banks for an unsecured $800.0 term facility. In November 2023, the full amount was drawn on the Term Loan to partially finance the acquisition of Hostess Brands and to pay off the debt assumed as part of the acquisition, as discussed in Note 3: Acquisition. As of April 30, 2024, the $800.0 Term Loan was prepaid in full.
In October 2023, we completed an offering of $3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053. The Senior Notes included $31.8 of capitalized debt issuance costs and $15.0 of offering discounts to be amortized to interest expense – net in the Condensed Statements of Consolidated Income over the time period for which the debt is outstanding. The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.
We have available a $2.0 billion unsecured revolving credit facility with a group of 11 banks that matures in August 2026. Borrowings under the revolving credit facility bear interest on the prevailing U.S. Prime Rate, Secured Overnight Financing Rate (“SOFR”), Euro Interbank Offered Rate, or Canadian Overnight Repo Rate Average, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. We did not have a balance outstanding under the revolving credit facility at July 31, 2024, or April 30, 2024.
We participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $2.0 billion at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. Commercial paper is used as a continuing source of short-term financing for general corporate purposes. As of July 31, 2024 and April 30, 2024, we had $697.0 and $591.0 of short-term borrowings outstanding, respectively, which were both issued under our commercial paper program at a weighted-average interest rate of 5.48 percent.
Interest paid totaled $140.9 and $8.4 for the three months ended July 31, 2024 and 2023, respectively. This differs from interest expense due to the timing of interest payments, capitalized interest, the effect of interest rate contracts, amortization of debt issuance costs and discounts, and the payment of other debt fees.
Our debt instruments contain covenant restrictions, including an interest coverage ratio. As of July 31, 2024, we are in compliance with all covenants.
Note 9: Pensions and Other Postretirement Benefits
The following table summarizes our net periodic benefit cost for defined benefit pension and other postretirement benefit plans.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, |
| Defined Benefit Pension Plans | | Other Postretirement Benefits |
| 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | 0.1 | | | $ | 0.2 | | | $ | 0.2 | | | $ | 0.2 | |
Interest cost | 4.4 | | | 4.6 | | | 0.7 | | | 0.6 | |
Expected return on plan assets | (3.1) | | | (4.1) | | | — | | | — | |
Amortization of net actuarial loss (gain) | 1.1 | | | 0.9 | | | (0.5) | | | (0.4) | |
Amortization of prior service cost (credit) | 0.1 | | | 0.1 | | | (0.2) | | | (0.1) | |
| | | | | | | |
Settlement loss (gain) | — | | | 3.2 | | | — | | | — | |
Net periodic benefit cost | $ | 2.6 | | | $ | 4.9 | | | $ | 0.2 | | | $ | 0.3 | |
In 2021, we transferred obligations related to our Canadian defined benefit pension plan to an insurance company through the purchase of an irrevocable group annuity contract (the “Canadian Buy-Out Contract”). The group annuity contract was purchased using assets from the pension trust. During the first quarter of 2024, we received corporate approval to proceed with distribution of the surplus that remains within the Canadian defined benefit pension plan. As a result, we recognized a noncash pre-tax settlement charge of $3.2 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members, which is subject to regulatory approval before a payout can be made. The settlement charge was included within other income (expense) – net in the Condensed Statement of Consolidated Income. We did not recognize any charges related to the Canadian Buy-Out Contract during the three months ended July 31, 2024.
We made direct benefit payments of $0.7 for both the three months ended July 31, 2024 and 2023.
Note 10: Derivative Financial Instruments
We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure. By policy, we do not enter into derivative transactions for speculative purposes.
Commodity Derivatives: We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, wheat, corn, soybean meal, and edible oils. We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas. Our derivative instruments generally have maturities of less than one year.
We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in earnings. Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure.
The commodities hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.
Foreign Currency Exchange Derivatives: We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year. We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment.
Interest Rate Derivatives: From time to time, we utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) and generally reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the contract is recognized at fair value on the balance sheet and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.
Equity Forward Derivative: During the first quarter of 2024, we began entering into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock. We did not qualify the forward sale derivative contract for hedge accounting treatment, and as a result, derivative gains and losses associated with the economic hedge were immediately recognized in earnings within other income (expense) – net in the Condensed Statement of Consolidated Income, netting with the change in fair value of the underlying shares. All 5.4 million shares of Post common stock were hedged and later settled on November 15, 2023, for $466.3, resulting in a pre-tax gain of $5.4 during the year ended April 30, 2024, inclusive of an unrealized gain of $0.6 recognized during the three months ended July 31, 2023. For additional information, see Note 4: Divestitures.
The following table presents the gross notional value of outstanding derivative contracts. | | | | | | | | | | | |
| July 31, 2024 | | April 30, 2024 |
Commodity contracts | $ | 1,664.1 | | | $ | 787.7 | |
Foreign currency exchange contracts | 101.8 | | | 98.6 | |
| | | |
| | | |
The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets. | | | | | | | | | | | | | | | | | | | | | | | |
| July 31, 2024 |
| Other Current Assets | | Other Current Liabilities | | Other Noncurrent Assets | | Other Noncurrent Liabilities |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Derivatives not designated as hedging instruments: | | | | | | | |
Commodity contracts | $ | 24.0 | | | $ | 42.5 | | | $ | — | | | $ | — | |
Foreign currency exchange contracts | 1.5 | | | — | | | — | | | — | |
| | | | | | | |
Total derivative instruments | $ | 25.5 | | | $ | 42.5 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| April 30, 2024 |
| Other Current Assets | | Other Current Liabilities | | Other Noncurrent Assets | | Other Noncurrent Liabilities |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Derivatives not designated as hedging instruments: | | | | | | | |
Commodity contracts | $ | 35.8 | | | $ | 9.3 | | | $ | — | | | $ | 0.1 | |
Foreign currency exchange contracts | 1.9 | | | 0.1 | | | — | | | — | |
Total derivative instruments | $ | 37.7 | | | $ | 9.4 | | | $ | — | | | $ | 0.1 | |
We have elected to not offset fair value amounts recognized for our exchange-traded derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. Our cash margin accounts represented collateral pledged of $46.7 and collateral received of $1.9 at July 31, 2024 and April 30, 2024, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets. The change in the cash margin accounts is included in other – net, investing activities in the Condensed Statements of Consolidated Cash Flows. In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties. Cash flows associated with the settlement of derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is within operating activities in the Condensed Statements of Consolidated Cash Flows.
Economic Hedges
The following table presents the net gains and losses recognized in cost of products sold in the Condensed Statements of Consolidated Income on derivatives not designated as hedging instruments.
| | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Derivative gains (losses) on commodity contracts | | | | | $ | (30.0) | | | $ | 7.8 | |
Derivative gains (losses) on foreign currency exchange contracts | | | | | 0.2 | | | (2.2) | |
Total derivative gains (losses) recognized in cost of products sold | | | | | $ | (29.8) | | | $ | 5.6 | |
Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. The following table presents the net change in cumulative unallocated derivative gains and losses. | | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Net derivative gains (losses) recognized and classified as unallocated | | | | | $ | (29.8) | | | $ | 5.6 | |
Less: Net derivative gains (losses) reclassified to segment operating profit | | | | | 0.2 | | | (4.8) | |
Change in net cumulative unallocated derivative gains and losses | | | | | $ | (30.0) | | | $ | 10.4 | |
As of July 31, 2024, the net cumulative unallocated derivative losses were $7.4, and at April 30, 2024, the net cumulative unallocated derivative gains were $22.6.
Cash Flow Hedges
In 2020, we terminated all outstanding interest rate contracts concurrent with the pricing of the Senior Notes due March 15, 2030 and March 15, 2050. The contracts were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing. The termination resulted in a pre-tax loss of $239.8, which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.
The following table presents information on the pre-tax gains and losses recognized on all contracts previously designated as cash flow hedges. | | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Gains (losses) recognized in other comprehensive income (loss) | | | | | $ | — | | | $ | — | |
Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense – net (A) | | | | | (3.4) | | | (3.4) | |
Change in accumulated other comprehensive income (loss) | | | | | $ | 3.4 | | | $ | 3.4 | |
(A)Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $100.4 and $32.1 for the three months ended July 31, 2024 and 2023, respectively. The reclassification includes terminated contracts which were designated as cash flow hedges.
Included as a component of accumulated other comprehensive income (loss) at July 31, 2024, and April 30, 2024, were deferred net pre-tax losses of $183.7 and $187.1, respectively, related to the terminated interest rate contracts. The related net tax benefit recognized in accumulated other comprehensive income (loss) at July 31, 2024, and April 30, 2024, was $43.2 and $44.0, respectively. Approximately $13.7 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.
Note 11: Other Financial Instruments and Fair Value Measurements
Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments, short-term borrowings, and trade receivables. The carrying value of these financial instruments approximates fair value. Our remaining financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.
The following table provides information on the carrying amounts and fair values of our financial instruments.
| | | | | | | | | | | | | | | | | | | | | | | |
| July 31, 2024 | | April 30, 2024 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Marketable securities and other investments | $ | 22.1 | | | $ | 22.1 | | | $ | 22.1 | | | $ | 22.1 | |
Derivative financial instruments – net | (17.0) | | | (17.0) | | | 28.2 | | | 28.2 | |
| | | | | | | |
Total long-term debt | (7,774.8) | | | (7,620.6) | | | (7,773.0) | | | (7,652.9) | |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions.
The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments. | | | | | | | | | | | | | | | | | | | | | | | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Fair Value at July 31, 2024 |
Marketable securities and other investments: (A) | | | | | | | |
Equity mutual funds | $ | 4.2 | | | $ | — | | | $ | — | | | $ | 4.2 | |
Municipal obligations | — | | | 17.2 | | | — | | | 17.2 | |
Money market funds | 0.7 | | | — | | | — | | | 0.7 | |
Derivative financial instruments: (B) | | | | | | | |
Commodity contracts – net | (18.2) | | | (0.3) | | | — | | | (18.5) | |
Foreign currency exchange contracts – net | 0.3 | | | 1.2 | | | — | | | 1.5 | |
| | | | | | | |
| | | | | | | |
Total long-term debt (C) | (7,620.6) | | | — | | | — | | | (7,620.6) | |
Total financial instruments measured at fair value | $ | (7,633.6) | | | $ | 18.1 | | | $ | — | | | $ | (7,615.5) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Fair Value at April 30, 2024 |
Marketable securities and other investments: (A) | | | | | | | |
Equity mutual funds | $ | 4.5 | | | $ | — | | | $ | — | | | $ | 4.5 | |
Municipal obligations | — | | | 17.2 | | | — | | | 17.2 | |
Money market funds | 0.4 | | | — | | | — | | | 0.4 | |
Derivative financial instruments: (B) | | | | | | | |
Commodity contracts – net | 26.7 | | | (0.3) | | | — | | | 26.4 | |
Foreign currency exchange contracts – net | 0.5 | | | 1.3 | | | — | | | 1.8 | |
| | | | | | | |
| | | | | | | |
Total long-term debt (C) | (7,652.9) | | | — | | | — | | | (7,652.9) | |
Total financial instruments measured at fair value | $ | (7,620.8) | | | $ | 18.2 | | | $ | — | | | $ | (7,602.6) | |
(A)Marketable securities and other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third-party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of July 31, 2024, our municipal obligations are scheduled to mature as follows: $1.5 in 2025, $0.8 in 2026, $3.9 in 2027, $0.4 in 2028, $3.4 in 2029, and the remaining $7.2 in 2030 and beyond.
(B)Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets. For additional information, see Note 10: Derivative Financial Instruments.
(C)Long-term debt is composed of public Senior Notes, which are traded in an active secondary market and valued using quoted prices. For additional information, see Note 8: Debt and Financing Arrangements.
Note 12: Leases
We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements. We have elected to not recognize leases with a term of 12 months or less in the Condensed Consolidated Balance Sheets. Instead, we recognize the related lease expense on a straight-line basis over the lease term.
Although the majority of our right-of-use asset and lease liability balances consist of leases with renewal options, these optional periods do not typically impact the lease term as we are not reasonably certain to exercise them. Certain leases also include termination provisions or options to purchase the leased property. Since we are not reasonably certain to exercise these types of options, minimum lease payments do not include any amounts related to these termination or purchase options. Our lease agreements generally do not contain residual value guarantees or restrictive covenants that are material.
We determine if an agreement is or contains a lease at inception by evaluating whether an identified asset exists that we control over the term of the arrangement. A lease commences when the lessor makes the identified asset available for our use. We generally account for lease and non-lease components as a single lease component. Minimum lease payments do not include variable lease payments other than those that depend on an index or rate.
Because the interest rate implicit in the lease cannot be readily determined for the majority of our leases, we utilize our incremental borrowing rate to present value lease payments using information available at the lease commencement date. We consider our credit rating and the current economic environment in determining this collateralized rate.
The following table sets forth the right-of-use assets and lease liabilities recognized in the Condensed Consolidated Balance Sheets. | | | | | | | | | | | |
| July 31, 2024 | | April 30, 2024 |
Operating lease right-of-use assets | $ | 164.5 | | | $ | 174.6 | |
Operating lease liabilities: | | | |
Current operating lease liabilities | $ | 39.8 | | | $ | 40.5 | |
Noncurrent operating lease liabilities | 133.8 | | | 143.5 | |
Total operating lease liabilities | $ | 173.6 | | | $ | 184.0 | |
| | | |
Finance lease right-of-use assets: | | | |
Machinery and equipment | $ | 23.6 | | | $ | 18.7 | |
Accumulated depreciation | (11.2) | | | (8.0) | |
Total property, plant, and equipment | $ | 12.4 | | | $ | 10.7 | |
Finance lease liabilities: | | | |
Other current liabilities | $ | 3.2 | | | $ | 2.8 | |
Other noncurrent liabilities | 9.6 | | | 8.3 | |
Total finance lease liabilities | $ | 12.8 | | | $ | 11.1 | |
The following table summarizes the components of lease expense.
| | | | | | | | | | | | | | | |
| | | Three Months Ended July 31, |
| | | | | 2024 | | 2023 |
Operating lease cost | | | | | $ | 12.5 | | | $ | 12.7 | |
Finance lease cost: | | | | | | | |
Amortization of right-of-use assets | | | | | 0.8 | | | 0.3 | |
Interest on lease liabilities | | | | | 0.2 | | | 0.1 | |
Variable lease cost | | | | | 6.5 | | | 6.1 | |
Short-term lease cost | | | | | 11.2 | | | 9.4 | |
Total lease cost (A) | | | | | $ | 31.2 | | | $ | 28.6 | |
(A)Total lease cost does not include sublease income which is immaterial for all years presented.
The following table sets forth cash flow and noncash information related to leases. | | | | | | | | | | | |
| Three Months Ended July 31, |
| 2024 | | 2023 |
Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 12.3 | | | $ | 12.3 | |
Operating cash flows from finance leases | 0.1 | | | — | |
Financing cash flows from finance leases | 1.1 | | | 0.5 | |
Right-of-use assets obtained in exchange for new lease liabilities: | | | |
Operating leases | 1.1 | | | 75.1 | |
Finance leases | 2.5 | | | — | |
The following table summarizes the maturity of our lease liabilities by fiscal year. | | | | | | | | | | | |
| July 31, 2024 |
| Operating Leases | | Finance Leases |
2025 (remainder of the year) | $ | 35.4 | | | $ | 2.8 | |
2026 | 36.1 | | | 3.4 | |
2027 | 32.1 | | | 3.1 | |
2028 | 32.0 | | | 2.8 | |
2029 | 32.0 | | | 1.5 | |
2030 and beyond | 63.3 | | | 0.6 | |
Total undiscounted minimum lease payments | $ | 230.9 | | | $ | 14.2 | |
Less: Imputed interest | 57.3 | | | 1.4 | |
Lease liabilities | $ | 173.6 | | | $ | 12.8 | |
The following table sets forth the weighted average remaining lease term and discount rate.
| | | | | | | | | | | |
| July 31, 2024 | | April 30, 2024 |
Weighted average remaining lease term (in years): | | | |
Operating leases | 6.1 | | 6.2 |
Finance leases | 4.2 | | 4.3 |
| | | |
Weighted average discount rate: | | | |
Operating leases | 4.3 | % | | 4.3 | % |
Finance leases | 4.9 | % | | 4.8 | % |
Note 13: Income Taxes
The effective income tax rates for the three months ended July 31, 2024 and 2023, were 24.8 and 23.0 percent, respectively. The increase in the effective income tax rate was primarily due to a discrete unfavorable impact of share-based compensation, as compared to the prior year. During the three months ended July 31, 2024 and 2023, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes.
Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an estimated $1.6, primarily as a result of the expiration of statute of limitation periods.
Note 14: Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), including the reclassification adjustments for items that are reclassified from accumulated other comprehensive income (loss) to net income, are shown below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustment | | Net Gains (Losses) on Cash Flow Hedging Derivatives (A) | | Pension and Other Postretirement Liabilities (B) | | Unrealized Gain (Loss) on Available- for-Sale Securities | | Accumulated Other Comprehensive Income (Loss) |
Balance at May 1, 2024 | $ | (39.2) | | | $ | (143.1) | | | $ | (53.4) | | | $ | 1.1 | | | $ | (234.6) | |
Reclassification adjustments | — | | | 3.4 | | | 0.5 | | | — | | | 3.9 | |
Current period credit (charge) | (0.6) | | | — | | | — | | | — | | | (0.6) | |
Income tax benefit (expense) | — | | | (0.8) | | | (0.1) | | | — | | | (0.9) | |
Balance at July 31, 2024 | $ | (39.8) | | | $ | (140.5) | | | $ | (53.0) | | | $ | 1.1 | | | $ | (232.2) | |
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| Foreign Currency Translation Adjustment | | Net Gains (Losses) on Cash Flow Hedging Derivatives (A) | | Pension and Other Postretirement Liabilities (B) | | Unrealized Gain (Loss) on Available- for-Sale Securities | | Accumulated Other Comprehensive Income (Loss) |
Balance at May 1, 2023 | $ | (34.3) | | | $ | (153.6) | | | $ | (52.7) | | | $ | 1.4 | | | $ | (239.2) | |
Reclassification adjustments | — | | | 3.4 | | | 3.7 | | | — | | | 7.1 | |
Current period credit (charge) | 7.4 | | | — | | | (3.2) | | | ( |