Business Combinations |
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| Business Combinations | BUSINESS COMBINATIONS The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the date of acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition based on Level 3 inputs. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Any excess of the estimated fair values of the identifiable net assets acquired over the purchase price is recorded as a gain on bargain purchase. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees. Fiscal 2025 8th Avenue On July 1, 2025, the Company completed its acquisition of all of the preferred stock and the remaining 39.5% common equity interest that it did not already own in 8th Avenue for a preliminary purchase price of $798.8, which included the retirement of all of 8th Avenue’s outstanding debt (excluding leaseback financial liabilities). As part of the acquisition, Post also assumed $111.4 of leaseback financial liabilities of 8th Avenue. 8th Avenue is a manufacturer and distributor of private label nut butters, granola and dried fruit and nut products and was previously also a manufacturer and distributor of branded and private label pasta, which the Company divested during the first quarter of fiscal 2026 (see Note 6). The acquisition was completed using cash on hand and borrowings under the Revolving Credit Facility (as defined in Note 14). 8th Avenue is reported in the Post Consumer Brands segment. Preliminary values of 8th Avenue are measured as of the date of the acquisition, are not yet finalized pending the final purchase price allocation and are subject to change. The following table presents the preliminary purchase price allocation related to the 8th Avenue acquisition based upon the fair values of assets acquired and liabilities assumed as of December 31, 2025.
(a) Long-term debt represents leaseback financial liabilities that were assumed by Post as part of the acquisition. In conjunction with the divestiture of the Pasta Business (as defined in Note 6), $78.2 of the leaseback financial liabilities were assumed by the Pasta Business acquirer. See Note 6 for additional information on the Pasta Business divestiture. PPI On March 3, 2025, the Company completed its acquisition of Potato Products of Idaho, L.L.C. (“PPI”) for $120.0, subject to working capital and other adjustments, resulting in a payment at closing of $129.5. During the third quarter of fiscal 2025, the Company reached a final settlement of working capital for an immaterial amount. PPI is a manufacturer and packager of refrigerated and frozen potato products and is reported in the Refrigerated Retail and Foodservice segments. The acquisition was completed using cash on hand. Unaudited Pro Forma Information The following unaudited pro forma information for the three months ended December 31, 2024 presents a summary of the results of operations of the Company combined with the results of the fiscal 2025 8th Avenue and PPI acquisitions as if the acquisitions had occurred on October 1, 2023, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation expense based upon the fair value of assets acquired, acquisition-related costs, inventory revaluation adjustments, interest expense 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 8th Avenue and PPI acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Pro forma adjustments did not affect the results of operations for the three months ended December 31, 2025.
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