Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-39093 | |
Entity Registrant Name | BellRing Brands, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4096323 | |
Entity Address, Address Line One | 2503 S. Hanley Road | |
Entity Address, City or Town | St. Louis | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63144 | |
City Area Code | 314 | |
Local Phone Number | 644-7600 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value | |
Trading Symbol | BRBR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001772016 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 39,428,571 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 204.2 | $ 237.6 | $ 705.7 | $ 639.9 |
Cost of goods sold | 135.5 | 147.1 | 457.5 | 404.8 |
Gross profit | 68.7 | 90.5 | 248.2 | 235.1 |
Selling, general and administrative expenses | 32.6 | 32.2 | 116.6 | 92 |
Amortization of intangible assets | 5.5 | 5.5 | 16.6 | 16.6 |
Operating profit | 30.6 | 52.8 | 115 | 126.5 |
Interest expense, net | 15.3 | 0 | 41.2 | 0 |
Earnings before income taxes | 15.3 | 52.8 | 73.8 | 126.5 |
Income tax expense | 1.1 | 12.5 | 9.2 | 30.1 |
Net earnings including redeemable noncontrolling interest | 14.2 | 40.3 | 64.6 | 96.4 |
Less: Net earnings attributable to redeemable noncontrolling interest | 10.9 | 40.3 | 51.1 | 96.4 |
Net earnings available to Class A common stockholders | $ 3.3 | $ 0 | $ 13.5 | $ 0 |
Earnings per Class A common share, basic (in usd per share) | $ 0.08 | $ 0 | $ 0.34 | $ 0 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.08 | $ 0 | $ 0.34 | $ 0 |
Weighted-Average Class A common shares outstanding, basic (in shares) | 39.4 | 0 | 39.4 | 0 |
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.5 | 0 | 39.5 | 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings including redeemable noncontrolling interest | $ 14.2 | $ 40.3 | $ 64.6 | $ 96.4 |
Hedging adjustments: | ||||
Net gain (loss) on derivatives, before tax | 0 | 0 | (10.4) | 0 |
Reclassification adjustment from AOCI on derivatives, before tax | 0.6 | 0 | 0.4 | 0 |
Foreign currency translation adjustments: | ||||
Foreign Currency Translation Adjustment, before Tax | 0.4 | 0.3 | 0.6 | (0.4) |
Tax benefit (expense) on other comprehensive income (loss) | ||||
Net gain (loss) on derivatives, tax | (0.1) | 0 | 0.7 | 0 |
Total other comprehensive income (loss) | 0.9 | 0.3 | (8.7) | (0.4) |
Less: Comprehensive income attributable to redeemable noncontrolling interest | 11.6 | 40.6 | 44.1 | 96 |
Total comprehensive income available to Class A common stockholders | $ 3.5 | $ 0 | $ 11.8 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 22.5 | $ 5.5 |
Receivables, net | 74.9 | 68.4 |
Inventories | 184.6 | 138.2 |
Prepaid expenses and other current assets | 8.6 | 7.4 |
Total current assets | 290.6 | 219.5 |
Property, net | 9.9 | 11.7 |
Goodwill | 65.9 | 65.9 |
Intangible assets, net | 279.9 | 296.5 |
Other assets | 13.6 | 0.9 |
Total Assets | 659.9 | 594.5 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current portion of long-term debt | 35 | 0 |
Accounts payable | 63.7 | 61.7 |
Other current liabilities | 28.4 | 31 |
Total current liabilities | 127.1 | 92.7 |
Long-term debt | 683.9 | 0 |
Deferred income tax liabilities, net | 12.7 | 14.1 |
Other liabilities | 29.3 | 1.3 |
Total Liabilities | 853 | 108.1 |
Redeemable noncontrolling interest | 1,943.6 | 0 |
Preferred stock | 0 | 0 |
Common stock | 0.4 | 0 |
Accumulated deficit | (2,132.8) | 0 |
Net investment of Post Holdings, Inc. | 0 | 489 |
Accumulated other comprehensive loss | (4.3) | (2.6) |
Stockholders' Equity | (2,136.7) | 486.4 |
Total Liabilities and Stockholders’ Equity | $ 659.9 | $ 594.5 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net earnings including redeemable noncontrolling interest | $ 64.6 | $ 96.4 |
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash flow used in operating activities: | ||
Depreciation and amortization | 19 | 19 |
Unrealized loss (gain) on interest rate swaps | 1.2 | 0 |
Non-cash stock-based compensation expense | 1.8 | 0 |
Deferred income taxes | (3.6) | 2.3 |
Other, net | 3.9 | 8.3 |
Other changes in operating assets and liabilities: | ||
Increase in receivables | (6.4) | (7.4) |
Increase in inventories | (46.1) | (52.4) |
Increase in prepaid expenses and other current assets | (0.9) | (2.5) |
Decrease in other assets | 1.9 | 0 |
Decrease in accounts payable and other current liabilities | (8.2) | (5.3) |
Increase in non-current liabilities | 0 | 1 |
Net Cash Provided by Operating Activities | 27.2 | 59.4 |
Cash Flows from Investing Activities: | ||
Additions to property | (1.3) | (1.8) |
Net Cash Used in Investing Activities | (1.3) | (1.8) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 871 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 524.4 | 0 |
Repayments of long-term debt | (1,372.5) | 0 |
Payments of debt issuance costs and deferred financing fees | (9.6) | 0 |
Distributions (to) from Post Holdings, Inc., net | (22.4) | (65) |
Net Cash Used in Financing Activities | (9.1) | (65) |
Effect of exchange rate changes on cash and cash equivalents | 0.2 | (0.1) |
Cash and Cash Equivalents,Period Increase (Decrease), Including Exchange Rate Effect, Total | 17 | (7.5) |
Cash and Cash Equivalents, Beginning of Period | 5.5 | 10.9 |
Cash and Cash Equivalents, End of Period | $ 22.5 | $ 3.4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) $ in Millions | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Net investment of Post | Hedging Adjustments, net of tax | Foreign Currency Translation Adjustments |
Stockholders' Equity, beginning of period at Sep. 30, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 453.1 | $ 0 | $ (1.4) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0 | |||||||
Foreign currency translation adjustments | (0.4) | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution declared to Post Holdings, Inc. | 0 | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to noncontrolling interest | 0 | 0 | ||||||
Stock Issued During Period, Value, New Issues | 0 | 0 | ||||||
Stock-based deferred compensation expense | 0 | |||||||
Stock-based compensation expense | 0 | |||||||
Net earnings available to Class A common stockholders | $ 0 | 0 | ||||||
Net earnings attributable to redeemable noncontrolling interest | 96.4 | 96.4 | ||||||
Net (decrease) increase in net investment of Post Holdings, Inc. | (56.7) | |||||||
Stockholders' Equity, end of period at Jun. 30, 2019 | 491 | 0 | 0 | 0 | 0 | 492.8 | 0 | (1.8) |
Stockholders' Equity, beginning of period at Mar. 31, 2019 | 0 | 0 | 0 | 0 | 506.7 | 0 | (2.1) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0 | |||||||
Foreign currency translation adjustments | 0.3 | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution declared to Post Holdings, Inc. | 0 | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to noncontrolling interest | 0 | 0 | ||||||
Stock Issued During Period, Value, New Issues | 0 | 0 | ||||||
Stock-based deferred compensation expense | 0 | |||||||
Stock-based compensation expense | 0 | |||||||
Net earnings available to Class A common stockholders | 0 | 0 | ||||||
Net earnings attributable to redeemable noncontrolling interest | 40.3 | 40.3 | ||||||
Net (decrease) increase in net investment of Post Holdings, Inc. | (54.2) | |||||||
Stockholders' Equity, end of period at Jun. 30, 2019 | 491 | 0 | 0 | 0 | 0 | 492.8 | 0 | (1.8) |
Stockholders' Equity, beginning of period at Sep. 30, 2019 | 486.4 | 0 | 0 | 0 | 0 | 489 | 0 | (2.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | (2.2) | |||||||
Foreign currency translation adjustments | 0.5 | |||||||
Impact of initial public offering | (2,112.4) | 29.9 | ||||||
Distribution declared to Post Holdings, Inc. | (19.3) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 524.4 | (524.4) | ||||||
Redemption value adjustment to noncontrolling interest | (1.8) | (538.6) | ||||||
Stock Issued During Period, Value, New Issues | 0.4 | (0.4) | ||||||
Stock-based deferred compensation expense | 0.1 | |||||||
Stock-based compensation expense | 1.7 | |||||||
Net earnings available to Class A common stockholders | 13.5 | 13.5 | ||||||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 5.5 | 5.5 | ||||||
Net earnings attributable to redeemable noncontrolling interest | 51.1 | |||||||
Net (decrease) increase in net investment of Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity, end of period at Jun. 30, 2020 | (2,136.7) | 0 | 0.4 | 0 | (2,132.8) | 0 | (2.2) | (2.1) |
Stockholders' Equity, beginning of period at Mar. 31, 2020 | 0 | 0.4 | 0 | (1,859.1) | 0 | (2.3) | (2.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0.1 | |||||||
Foreign currency translation adjustments | 0.1 | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution declared to Post Holdings, Inc. | (7.6) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to noncontrolling interest | (0.7) | (269.4) | ||||||
Stock Issued During Period, Value, New Issues | 0 | 0 | ||||||
Stock-based deferred compensation expense | 0.1 | |||||||
Stock-based compensation expense | 0.6 | |||||||
Net earnings available to Class A common stockholders | 3.3 | 3.3 | ||||||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 0 | 0 | ||||||
Net earnings attributable to redeemable noncontrolling interest | 10.9 | |||||||
Net (decrease) increase in net investment of Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity, end of period at Jun. 30, 2020 | $ (2,136.7) | $ 0 | $ 0.4 | $ 0 | $ (2,132.8) | $ 0 | $ (2.2) | $ (2.1) |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Background BellRing Brands, Inc. (along with its consolidated subsidiaries, “BellRing” or “the Company”) is a consumer products holding company operating in the global convenient nutrition category and is a provider of ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders, nutrition bars and nutritional supplements. The Company’s primary brands are Premier Protein , Dymatize and PowerBar . On October 21, 2019, BellRing Brands, Inc. (“BellRing Inc.”) closed its initial public offering (the “IPO”) of 39.4 million shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), which number of shares included the underwriters’ exercise in full of their option to purchase up to an additional 5.1 million shares of Class A Common Stock. The IPO was completed at an offering price of $14.00 per share and BellRing Inc. received net proceeds from the IPO of approximately $524.4, after deducting underwriting discounts and commissions, all of which were contributed to BellRing Brands, LLC, a Delaware limited liability company and subsidiary of BellRing Inc. (“BellRing LLC”), in exchange for 39.4 million BellRing LLC non-voting membership units (the “BellRing LLC units”). As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”): • BellRing LLC became the holder of the active nutrition business of Post Holdings, Inc. (“Post”), which until the completion of the IPO, had been comprised of Premier Nutrition Company, LLC (as successor to Premier Nutrition Corporation, “Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC, the PowerBar brand and Active Nutrition International GmbH (“Active Nutrition International”). • BellRing Inc., as a holding company, has no material assets other than its ownership of BellRing LLC units and its indirect interests in the subsidiaries of BellRing LLC and has no independent means of generating revenue or cash flow. • The members of BellRing LLC are Post and BellRing Inc. • Post holds 97.5 million BellRing LLC units, equal to 71.2% of the economic interest in BellRing LLC, and one share of Class B common stock of BellRing Inc., $0.01 par value per share (the “Class B Common Stock”), which, for so long as Post or its affiliates (other than the Company) directly own more than 50% of the BellRing LLC units, represents 67% of the combined voting power of the common stock of BellRing Inc. The Class B Common Stock has no dividend or other economic rights. Subject to the terms of the amended and restated limited liability company agreement (the “LLC Agreement”) of BellRing LLC, Post may redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) shares of Class A Common Stock or (ii) cash (based on the market price of the shares of Class A Common Stock). The redemption of BellRing LLC units for shares of Class A Common Stock will be at an initial redemption rate of one share of Class A Common Stock for one BellRing LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassifications. The share of Class B Common Stock is owned by Post and cannot be transferred except to affiliates of Post and its subsidiaries (other than the Company). BellRing Inc. does not intend to list its Class B Common Stock on any stock exchange. • The public stockholders of BellRing Inc. (i) own 39.4 million shares of Class A Common Stock, which, for so long as Post or its affiliates (other than the Company) directly own more than 50% of the BellRing LLC units, represent 33% of the combined voting power of BellRing Inc. common stock and 100% of the economic interest in BellRing Inc., and (ii) through BellRing Inc.’s ownership of BellRing LLC units, indirectly hold 28.8% of the economic interest in BellRing LLC. • BellRing Inc. and BellRing LLC will at all times maintain, subject to certain exceptions, a one-to-one ratio between the number of shares of Class A Common Stock issued by BellRing Inc. and the number of BellRing LLC units owned by BellRing Inc. • BellRing Inc. holds the voting membership unit of BellRing LLC (which represents the power to appoint and remove the members of the Board of Managers of, and no economic interest in, BellRing LLC). BellRing Inc. has the right to appoint the members of the BellRing LLC Board of Managers, and therefore, controls BellRing LLC. The Board of Managers is responsible for the oversight of BellRing LLC’s operations and overall performance and strategy, while the management of the day-to-day operations of the business of BellRing LLC and the execution of business strategy are the responsibility of the officers and employees of BellRing LLC and its subsidiaries. Post, in its capacity as a member of BellRing LLC, does not have the power to appoint any members of the Board of Managers or voting rights with respect to BellRing LLC. Post controls BellRing Inc. through its ownership of the share of Class B Common Stock. • The financial results of BellRing LLC and its subsidiaries are consolidated with BellRing Inc., and effective as of October 21, 2019, 71.2% of the consolidated net earnings of BellRing LLC are allocated to the redeemable noncontrolling interest (the “NCI”) to reflect the entitlement of Post to a portion of the consolidated net earnings. Prior to October 21, 2019, 100% of the consolidated net earnings of BellRing LLC were allocated to the NCI. Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited combined financial statements of the Company as of and for the year ended September 30, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with such audited combined financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the SEC on November 22, 2019. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial position, cash flows and stockholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. For the period prior to the IPO, these unaudited condensed consolidated financial statements present the combined results of operations, comprehensive income, financial position, cash flows and stockholders’ equity of the active nutrition business of Post. All intercompany balances and transactions have been eliminated. Transactions between the Company and Post are included in these financial statements. See Note 4 for further information on transactions with Post. For the period prior to the IPO, these unaudited condensed consolidated financial statements included allocations of certain Post corporate expenses. These allocated expenses related to various services that were provided to the Company by Post, including, but not limited to, cash management and other treasury services, administrative services (such as tax, employee benefit administration, risk management, internal audit, accounting and human resources) and stock-based compensation plan administration. See Note 4 for further information on services that Post continues to provide to the Company. For the three and nine months ended June 30, 2020, $10.9 and $51.1 of the consolidated net earnings of BellRing LLC were allocated to the NCI, respectively, of which zero and $5.5 reflects the entitlement of Post to 100% of the consolidated net earnings of BellRing LLC prior to the IPO, respectively, and $10.9 and $45.6 reflects the entitlement of Post to 71.2% of the consolidated net earnings of BellRing LLC subsequent to the IPO, respectively. For the three and nine months ended June 30, 2019, $40.3 and $96.4 of the consolidated net earnings of BellRing LLC were allocated to the NCI, respectively, to reflect the entitlement of Post to 100% of the consolidated net earnings of BellRing LLC prior to the IPO. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently issued and adopted accounting standards | 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 a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, stockholders’ equity or disclosures based on current information. Recently Issued In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by this ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. This ASU is elective and effective for all entities as of March 12, 2020, the date this ASU was issued. An entity may elect to apply the amendments for contract modifications provided by this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company is currently evaluating the impact of this ASU as it relates to its debt and hedging relationships that reference LIBOR. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments. This ASU replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This ASU is effective for annual periods beginning after December 15, 2019 and interim periods therein (i.e., BellRing’s financial statements for the year ending September 30, 2021), with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU; however, the impact to the Company’s financial statements is not likely to be material. Recently Adopted In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocations and calculating income taxes in interim periods. The Company early adopted this ASU as of June 30, 2020 on a prospective basis, as permitted by the ASU. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU requires a company to recognize right-of-use (“ROU”) 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. The Company adopted these ASUs on October 1, 2019, and utilized the cumulative effect adjustment approach. At adoption, the Company recognized ROU assets and lease liabilities of $14.8 and $16.0, respectively, on the condensed consolidated balance sheet at October 1, 2019. The adoption of these ASUs did not materially impact the statements of operations or cash flows. In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, refer to Note 12. |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Revenues [Abstract] | |
Revenue | REVENUE The following table presents net sales by product. Three Months Ended Nine Months Ended 2020 2019 2020 2019 Shakes and other beverages $ 167.7 $ 191.3 $ 578.9 $ 493.6 Powders 25.8 27.9 85.4 90.0 Nutrition bars 9.4 16.1 36.3 48.9 Other 1.3 2.3 5.1 7.4 Net Sales $ 204.2 $ 237.6 $ 705.7 $ 639.9 |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | RELATED PARTY TRANSACTIONS Prior to the IPO, the Company used certain functions and services performed by Post. These functions and services included legal, finance, internal audit, treasury, information technology support, insurance and tax matters, the use of office and/or data center space, payroll processing services, and tax compliance services. Costs for these functions and services performed by Post were allocated to the Company based on a reasonable activity base (including specific costs, revenue, net assets and headcount, or a combination of such items) or another reasonable method. For the three and nine months ended June 30, 2019, allocated costs were $2.8 and $8.3, respectively, including $1.0 and $3.9, respectively, of costs related to the separation from Post. Allocated costs were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Costs related to the separation from Post were $0.1 and $1.9 for the three and nine months ended June 30, 2020, respectively. After the completion of the IPO, Post continues to provide these services and other services to the Company under a master services agreement (“MSA”). In addition to charges for these services, the Company also incurs certain pass-through charges from Post, primarily relating to stock-based compensation for employees participating in Post’s stock-based compensation plans. MSA fees for the three and nine months ended June 30, 2020 were $0.6 and $1.6, respectively, and stock-based compensation expense related to Post’s stock-based compensation plans for the three and nine months ended June 30, 2020 were $1.0 and $2.9, respectively. MSA fees and stock-based compensation expense were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. The Company sells certain products to Post and its subsidiaries. For the periods prior to the IPO, the amounts related to these transactions were included in the accompanying financial statements based upon transfer prices in effect at the time of the individual transactions. For the periods subsequent to the IPO, these transactions were based upon pricing governed by agreements between the Company and Post and its subsidiaries. These transactions were consistent with prices of similar arm's-length transactions during all periods. During each of the three and nine months ended June 30, 2020 and 2019, net sales to, purchases from and royalties paid to Post and its subsidiaries were immaterial. In connection with the IPO, the Company entered into a series of agreements with Post which govern the ongoing relationship between the Company and Post. These agreements included the LLC Agreement, an employee matters agreement, an investor rights agreement, a tax matters agreement, a tax receivable agreement and the MSA, among others. Under certain of these agreements, the Company incurs expenses payable to Post in connection with certain administrative services provided for varying lengths of time. The Company had immaterial receivables and $2.7 of payables with Post at June 30, 2020, related to MSA fees and pass-through charges owed by the Company to Post, as well as related party sales and purchases. The receivables and payables were included in “Receivables, net” and “Accounts payable,” respectively, on the Condensed Consolidated Balance Sheet. During the nine months ended June 30, 2020, BellRing LLC paid $17.3 to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the LLC Agreement and $2.0 for state corporate tax withholdings on behalf of Post. Based on the provisions of the tax receivable agreement, BellRing Inc. must pay to Post (or certain of its transferees or other assignees) 85% of the amount of cash savings, if any, in U.S. federal income tax, as well as state and local income tax and franchise tax (using an assumed tax rate) and foreign tax that BellRing Inc. realizes (or, in some circumstances, is deemed to realize) as a result of (a) the increase in the tax basis of assets of BellRing LLC attributable to (i) the redemption of Post’s (or certain transferees’ or assignees’) BellRing LLC units for shares of Class A Common Stock or cash, (ii) deemed sales by Post (or certain of its transferees or assignees) of BellRing LLC units or assets to BellRing Inc., (iii) certain actual or deemed distributions from BellRing LLC to Post (or certain transferees or assignees) and (iv) certain formation transactions, (b) disproportionate allocations of tax benefits to BellRing Inc. as a result of Section 704(c) of the Internal Revenue Code and (c) certain tax benefits (e.g., imputed interest, basis adjustments, etc.) attributable to payments under the tax receivable agreement. Amounts payable to Post related to the tax receivable agreement were $10.9 at June 30, 2020, and were recorded in “Other liabilities” on the Condensed Consolidated Balance Sheet. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest disclosure | REDEEMABLE NONCONTROLLING INTEREST Post holds 97.5 million BellRing LLC units, equal to 71.2% of the economic interest in BellRing LLC, and may redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) one share of Class A Common Stock or (ii) cash (based on the market price of the shares of Class A Common Stock). The redemption of BellRing LLC units for shares of Class A Common Stock will be at an initial redemption rate of one share of Class A Common Stock for one BellRing LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassifications. Post’s ownership of BellRing LLC units represents an NCI to the Company, which is classified outside of permanent stockholders’ equity as the BellRing LLC units are redeemable at the option of Post, through Post’s ownership of the Company’s Class B Common Stock (see Note 1). The carrying amount of the NCI is the greater of (i) the initial carrying amount, increased or decreased for the NCI’s share of net income or loss, other comprehensive income (“OCI”) or loss and distributions or dividends or (ii) the redemption value. As of June 30, 2020, the carrying amount of the NCI was recorded at its redemption value of $1,943.6. Changes in the redemption value of the NCI are recorded to additional paid-in capital, to the extent available, and “Accumulated deficit” on the Condensed Consolidated Balance Sheet. As of June 30, 2020, BellRing Inc. owned 28.8% of the outstanding BellRing LLC units. The financial results of BellRing LLC and its subsidiaries were consolidated with BellRing Inc., and 71.2% of the consolidated net earnings of BellRing LLC were allocated to the NCI to reflect the entitlement of Post to a portion of the consolidated net earnings. The following table summarizes the changes to the Company’s NCI. The period ended June 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending June 30, 2020 (see Note 1). Three Months Ended Period Ended Beginning of period $ 1,661.9 $ — Net earnings attributable to NCI after IPO 10.9 45.6 Net change in hedges, net of tax 0.4 (7.1) Foreign currency translation adjustments 0.3 0.1 Impact of IPO — 1,364.6 Redemption value adjustment to NCI 270.1 540.4 End of period $ 1,943.6 $ 1,943.6 The following table summarizes the effects of changes in ownership in BellRing LLC on BellRing Inc.’s equity. The period ended June 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending June 30, 2020 (see Note 1). Three Months Ended Period Ended Net earnings available to Class A Common Stockholders $ 3.3 $ 13.5 Transfers to NCI: Impact of IPO — 1,364.6 Redemption value adjustment to NCI 270.1 540.4 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ 273.4 $ 1,918.5 |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | INCOME TAXES BellRing Inc. holds 28.8% of the economic interest in BellRing LLC (see Note 1), which, as a result of the IPO and formation transactions, is treated as a partnership for U.S. federal income tax purposes. As a partnership, BellRing LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws. The effective income tax rate was 7.2% and 12.5% for the three and nine months ended June 30, 2020, respectively, and 23.7% and 23.8% for the three and nine months ended June 30, 2019, respectively. The decreases in the effective income tax rate compared to each of the prior year periods were primarily due to the Company taking into account for U.S. federal, state and local income tax purposes its 28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC in the periods subsequent to the IPO. Prior to the IPO and formation transactions, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted and signed into law. Based on the Company’s review of the CARES Act provisions, it has determined that there were no significant tax impacts during the three or nine months ended June 30, 2020, and the Company has accounted for any tax impacts. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per share | EARNINGS PER SHARE Basic earnings per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock units using the “treasury stock” method. In addition, “Net earnings available to Class A Common Stockholders for diluted earnings per share” in the table below has been adjusted for diluted net earnings per share attributable to NCI, to the extent it is dilutive. BellRing Inc.’s Class B Common Stock does not have economic rights, including rights to dividends or distributions upon liquidation, and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. The following table sets forth the computation of basic and diluted earnings per share. The period ended June 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending June 30, 2020 (see Note 1). There were no shares of Class A Common Stock outstanding during the three or nine months ended June 30, 2019, and as such, no computation of basic and diluted earnings per share has been provided. Three Months Ended Period Ended Net earnings available to Class A Common Stockholders for basic earnings per share $ 3.3 $ 13.5 Dilutive impact of net earnings attributable to NCI — — Net earnings available to Class A Common Stockholders for diluted earnings per share $ 3.3 $ 13.5 Weighted-average shares for basic earnings per share (in millions) 39.4 39.4 Total dilutive restricted stock units (in millions) 0.1 0.1 Weighted-average shares for diluted earnings per share (in millions) 39.5 39.5 Basic earnings per share of Class A Common Stock $ 0.08 $ 0.34 Diluted earnings per share of Class A Common Stock $ 0.08 $ 0.34 Weighted-average shares for diluted earnings per share excluded 0.1 million equity awards for both the three months ended June 30, 2020 and the period ended June 30, 2020, respectively, as they were anti-dilutive. |
Inventories (Notes)
Inventories (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Inventories | INVENTORIES June 30, September 30, Raw materials and supplies $ 24.8 $ 26.4 Work in process 0.1 0.1 Finished products 159.7 111.7 Inventories $ 184.6 $ 138.2 |
Property, net (Notes)
Property, net (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET June 30, September 30, Property, at cost $ 21.4 $ 21.1 Accumulated depreciation (11.5) (9.4) Property, net $ 9.9 $ 11.7 |
Goodwill (Notes)
Goodwill (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill [Abstract] | |
Goodwill | GOODWILL The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both June 30, 2020 and September 30, 2019 are presented in the following table. Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 |
Intangible Assets, net (Notes)
Intangible Assets, net (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows: June 30, 2020 September 30, 2019 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 209.3 $ (74.0) $ 135.3 $ 209.4 $ (65.5) $ 143.9 Trademarks and brands 213.5 (68.9) 144.6 213.4 (60.8) 152.6 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 425.9 $ (146.0) $ 279.9 $ 425.9 $ (129.4) $ 296.5 |
Leases (Note)
Leases (Note) | 9 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases of lessee disclosure | LEASES In conjunction with the adoption of ASUs 2016-02 and 2018-11 (see Note 2), the Company updated its policy for recognizing leases under Accounting Standards Codification (“ASC”) Topic 842. The Company assessed the impact of these ASUs by reviewing its lease portfolio, implementing lease accounting software, developing related business processes and implementing internal controls. A summary of the updated policy is included below. Prior to October 1, 2019, the Company accounted for leases under ASC Topic 840, “Leases.” Lease Portfolio The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. Leases have remaining terms which range from less than 1 year to 7 years and most leases provide the Company with the option to exercise one or more renewal terms. Lease Policy The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather are recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has certain lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor's common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in operating lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which the associated obligation is incurred. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date. ROU assets are recorded as “Other assets,” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheet. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements. Impact of Adoption The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $14.8 and $16.0, respectively, on the balance sheet at October 1, 2019. The Company elected the following practical expedients in accordance with ASC Topic 842: • Reassessment elections — The Company elected the package of practical expedients and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed. • Short-term lease election — ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease. • Lease vs non-lease components — The Company elected to combine lease and non-lease components as a single component and the total consideration for the arrangements was accounted for as a lease. The following table presents the balance sheet location of the Company’s operating leases. June 30, ROU assets: Other assets $ 12.6 Lease liabilities: Other current liabilities $ 2.4 Other liabilities 11.5 Total lease liabilities $ 13.9 The following table presents maturities of the Company’s operating lease liabilities as of June 30, 2020, presented under ASC Topic 842. June 30, Remaining Fiscal 2020 $ 0.9 Fiscal 2021 2.9 Fiscal 2022 2.8 Fiscal 2023 2.5 Fiscal 2024 1.9 Thereafter 4.8 Total future minimum payments 15.8 Less: Implied interest (1.9) Total lease liabilities $ 13.9 The following table presents future minimum rental payments under the Company’s noncancellable operating leases as of September 30, 2019, presented under ASC Topic 840. September 30, Fiscal 2020 $ 2.7 Fiscal 2021 2.7 Fiscal 2022 2.7 Fiscal 2023 2.7 Fiscal 2024 1.9 Thereafter 4.7 Total future minimum payments $ 17.4 |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative financial instruments and hedging | 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 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 June 30, 2020, the Company had pay-fixed, receive-variable interest rate swaps with a notional amount of $350.0 maturing in December 2022 that require monthly settlements which began on January 31, 2020 and are used to hedge forecasted interest payments on its variable rate debt (see Note 15). As of April 1, 2020, the Company changed the designation of the interest rate swaps from cash flow hedges to non-designated hedging instruments as the swaps were no longer effective (as defined by GAAP). In connection with the new designation, the Company started reclassifying losses previously recorded in accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statements of Operations on a straight-line basis over the term of the related debt. No derivative instruments were held by the Company at September 30, 2019. At June 30, 2020, accumulated OCI included a $10.0 net hedging loss before taxes ($9.3 after taxes). Approximately $2.3 of the net hedging loss reported in accumulated OCI at June 30, 2020 is expected to be reclassified into earnings within the next 12 months. The following table presents the balance sheet location and fair value of the Company’s derivative instruments on a gross basis. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheet. June 30, 2020 Other liabilities $ 4.4 Other noncurrent liabilities 6.8 Total other liabilities $ 11.2 The following table presents the components of the Company’s net hedging losses on interest rate swaps which are included in “Interest expense, net” in the Condensed Consolidated Statements of Operations. Three Months Ended Nine Months Ended Mark-to-market adjustments $ 0.6 $ 0.6 Cash settlements paid, net 0.9 0.7 Net loss amortized from accumulated OCI 0.6 0.6 Total net hedging losses $ 2.1 $ 1.9 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | FAIR VALUE MEASUREMENTS The following table represents the Company’s liabilities and NCI 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. June 30, 2020 Total Level 1 Level 2 Derivative liabilities $ 11.2 $ — $ 11.2 NCI $ 1,943.6 $ 1,943.6 $ — 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 on a recurring basis. There were no such derivative liabilities as of September 30, 2019. The fair value of the NCI is calculated as its redemption value based on the Class A Common Stock price and number of BellRing LLC units owned by Post as of June 30, 2020 (see Note 5). The Company did not have an NCI as of September 30, 2019 . The Company’s financial assets and liabilities 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 short-term and long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair value of outstanding borrowings under the Revolving Credit Facility (as defined in Note 15) as of June 30, 2020 approximated its carrying value. Based on current market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 15) was $677.8 as of June 30, 2020. The Company did not have short-term or long-term debt as of September 30, 2019 . Certain assets and liabilities, including property, plant and equipment, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term debt | LONG-TERM DEBT The components of “Long-term debt” on the Condensed Consolidated Balance Sheet at June 30, 2020 are presented in the following table. No long-term debt was held by the Company at September 30, 2019. June 30, Term B Facility $ 682.5 Revolving Credit Facility 55.0 737.5 Less: Current portion of long-term debt (35.0) Debt issuance costs, net (7.1) Unamortized discount (11.5) Long-term debt $ 683.9 Assumption of Bridge Loan On October 11, 2019, in connection with the IPO and the formation transactions, Post entered into a $1,225.0 Bridge Facility Agreement (the “Bridge Loan Facility”) and borrowed $1,225.0 under the Bridge Loan Facility (the “Bridge Loan”). Certain of Post’s domestic subsidiaries (other than BellRing Inc. but including BellRing LLC and its domestic subsidiaries) guaranteed the Bridge Loan. On October 21, 2019, BellRing LLC entered into a Borrower Assignment and Assumption Agreement with Post and the administrative agent under the Bridge Loan Facility, under which (i) BellRing LLC became the borrower under the Bridge Loan and assumed all interest of $2.2 thereunder, and Post and its subsidiary guarantors (other than BellRing LLC and its domestic subsidiaries) were released from all material obligations under the Bridge Loan, (ii) the domestic subsidiaries of BellRing LLC continued to guarantee the Bridge Loan, and (iii) BellRing LLC’s obligations under the Bridge Loan became secured by a first priority security interest in substantially all of the assets (other than real estate) of BellRing LLC and in substantially all of the assets of its subsidiary guarantors. BellRing LLC did not receive any of the proceeds of the Bridge Loan. On October 21, 2019, the Bridge Loan was repaid in full. See below for additional information. Credit Agreement On October 21, 2019, BellRing LLC entered into a credit agreement (the “Credit Agreement”) which provides for a term B loan facility in an aggregate principal amount of $700.0 (the “Term B Facility”) and a revolving credit facility in an aggregate principal amount of $200.0 (the “Revolving Credit Facility”), with the commitments under the Revolving Credit Facility to be made available to BellRing LLC in U.S. Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0. The outstanding amounts under the Revolving Credit Facility and Term B Facility must be repaid on or before October 21, 2024. On October 21, 2019, BellRing LLC borrowed the full amount under the Term B Facility and $100.0 under the Revolving Credit Facility. The Term B Facility was issued at 98.0% of par and BellRing LLC received $776.4 from the Term B Facility and Revolving Credit Facility after accounting for the original issue discount of $14.0 and paying investment banking and other fees of $9.6, which were deferred and will be amortized to interest expense over the terms of the loans. BellRing LLC used the proceeds, together with the net proceeds of the IPO that were contributed to it by BellRing Inc., (i) to repay in full the $1,225.0 of borrowings under the Bridge Loan and all interest thereunder and related costs and expenses, (ii) to pay directly, or reimburse Post for, as applicable, all fees and expenses incurred by BellRing LLC or Post in connection with the IPO and the formation transactions, (iii) to reimburse Post for the amount of cash on BellRing LLC’s balance sheet immediately prior to the completion of the IPO and (iv) for general corporate and working capital purposes, as well as to repay $20.0 of outstanding borrowings under the Revolving Credit Facility. During the nine months ended June 30, 2020, BellRing LLC borrowed $185.0 under the Revolving Credit Facility and repaid $130.0 on the Revolving Credit Facility. As of June 30, 2020, the available borrowing capacity under the Revolving Credit Facility was $145.0, and there were no outstanding letters of credit. Borrowings under the Term B Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar rate or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar rate-based loans and 4.00% for base rate-based loans. The Term B Facility requires quarterly scheduled amortization payments of $8.75 which began on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. The Term B Facility contains customary mandatory prepayment provisions, including provisions for mandatory prepayment (a) from the net cash proceeds of certain asset sales and (b) beginning with the fiscal year ending September 30, 2020, of 75% of consolidated excess cash flow (as defined in the Credit Agreement) (which percentage will be reduced to 50% if the secured net leverage ratio (as defined in the Credit Agreement) is less than or equal to 3.35:1.00 as of a fiscal year end). The Term B Facility may be optionally prepaid at 101% of the principal amount prepaid at any time during the first 12 months following the closing of the Term B Facility, and without premium or penalty thereafter. The interest rate on the Term B Facility was 6.00% at June 30, 2020. Borrowings under the Revolving Credit Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which initially were 4.25% for Eurodollar rate-based loans and 3.25% for base rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar rate-based loans and base rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility were initially accrued at the rate of 0.50% per annum and thereafter, depending on BellRing LLC’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.50% per annum. The interest rate on the drawn portion of the Revolving Credit Facility was 5.25% at June 30, 2020. Under the terms of the Credit Agreement, BellRing LLC is required to comply with a financial covenant requiring it to maintain a total net leverage ratio not to exceed 6.00 to 1.00, measured as of the last day of each fiscal quarter. The total net leverage ratio of BellRing LLC did not exceed this threshold as of June 30, 2020. The Credit Agreement provides for incremental revolving and term facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement. 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 certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $65.0, certain events under the Employee Retirement Income Security Act of 1974, the invalidity of any loan document, a change in control, and the failure of the collateral documents to create a valid and perfected first priority lien. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate 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 of BellRing LLC’s obligations under the Credit Agreement. BellRing LLC’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries, certain excluded subsidiaries and subsidiaries BellRing LLC designates as unrestricted subsidiaries) and are secured by security interests in substantially all of BellRing LLC’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property (subject to limited exceptions). |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Legal Proceedings [Abstract] | |
Commitments and contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings Joint Juice Litigation In March 2013, a complaint was filed on behalf of a putative, nationwide class of consumers against Premier Nutrition in the U.S. District Court for the Northern District of California seeking monetary damages and injunctive relief. The case asserted that some of Premier Nutrition’s advertising claims regarding its Joint Juice® line of glucosamine and chondroitin dietary supplements were false and misleading. In April 2016, the district court certified a California-only class of consumers in this lawsuit (this lawsuit is hereinafter referred to as the “California Federal Class Lawsuit”). In 2016 and 2017, the lead plaintiff’s counsel in the California Federal Class Lawsuit filed ten additional class action complaints in the U.S. District Court for the Northern District of California on behalf of putative classes of consumers under the laws of Connecticut, Florida, Illinois, New Jersey, New Mexico, New York, Maryland, Massachusetts, Michigan and Pennsylvania. These additional complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was upheld on appeal by the U.S. Court of Appeals for the Ninth Circuit. Plaintiff has petitioned for an en banc rehearing by the U.S. Court of Appeals for the Ninth Circuit. The other ten complaints remain pending in the U.S. District Court for the Northern District of California, and the court has certified individual state classes in each of those cases. In January 2019, the same lead counsel filed another class action complaint against Premier Nutrition in Alameda County California Superior Court, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers. The Company continues to vigorously defend these cases. The Company does not believe that the resolution of these cases will have a material adverse effect on its financial condition, results of operations or cash flows. Other than legal fees, no expense related to this litigation was incurred during the three or nine months ended June 30, 2020 or 2019. At both June 30, 2020 and September 30, 2019, the Company had accrued $8.5 related to this matter that was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. 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 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 financial condition, results of operations or cash flows of the Company. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 9 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY On October 21, 2019, 50.0 million shares of preferred stock were authorized pursuant to BellRing Inc.’s Amended and Restated Certificate of Incorporation. There were no shares of BellRing Inc.’s preferred stock issued or outstanding as of June 30, 2020. Additionally, on October 21, 2019, 500.0 million shares of Class A Common Stock and one share of Class B Common Stock were authorized pursuant to BellRing Inc.’s Amended and Restated Certificate of Incorporation. The share of Class B Common Stock was issued to Post in exchange for 1,000 shares of BellRing Inc.’s common stock, par value $0.01 per share, initially issued to Post in connection with BellRing Inc.’s incorporation. These common shares were outstanding as of September 30, 2019 and were cancelled on October 21, 2019 as part of the exchange. BellRing Inc. initially issued 39.4 million shares of Class A Common Stock on October 21, 2019 in connection with the IPO, which were also outstanding as of June 30, 2020. One share of Class B Common Stock was issued and outstanding as of June 30, 2020. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Revenues [Abstract] | |
Disaggregation of revenues | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Shakes and other beverages $ 167.7 $ 191.3 $ 578.9 $ 493.6 Powders 25.8 27.9 85.4 90.0 Nutrition bars 9.4 16.1 36.3 48.9 Other 1.3 2.3 5.1 7.4 Net Sales $ 204.2 $ 237.6 $ 705.7 $ 639.9 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest | Three Months Ended Period Ended Beginning of period $ 1,661.9 $ — Net earnings attributable to NCI after IPO 10.9 45.6 Net change in hedges, net of tax 0.4 (7.1) Foreign currency translation adjustments 0.3 0.1 Impact of IPO — 1,364.6 Redemption value adjustment to NCI 270.1 540.4 End of period $ 1,943.6 $ 1,943.6 |
Parent ownership interest, effects of changes, net | Three Months Ended Period Ended Net earnings available to Class A Common Stockholders $ 3.3 $ 13.5 Transfers to NCI: Impact of IPO — 1,364.6 Redemption value adjustment to NCI 270.1 540.4 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ 273.4 $ 1,918.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Three Months Ended Period Ended Net earnings available to Class A Common Stockholders for basic earnings per share $ 3.3 $ 13.5 Dilutive impact of net earnings attributable to NCI — — Net earnings available to Class A Common Stockholders for diluted earnings per share $ 3.3 $ 13.5 Weighted-average shares for basic earnings per share (in millions) 39.4 39.4 Total dilutive restricted stock units (in millions) 0.1 0.1 Weighted-average shares for diluted earnings per share (in millions) 39.5 39.5 Basic earnings per share of Class A Common Stock $ 0.08 $ 0.34 Diluted earnings per share of Class A Common Stock $ 0.08 $ 0.34 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Inventories | June 30, September 30, Raw materials and supplies $ 24.8 $ 26.4 Work in process 0.1 0.1 Finished products 159.7 111.7 Inventories $ 184.6 $ 138.2 |
Property, net (Tables)
Property, net (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, net | June 30, September 30, Property, at cost $ 21.4 $ 21.1 Accumulated depreciation (11.5) (9.4) Property, net $ 9.9 $ 11.7 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill [Abstract] | |
Carrying amount of goodwill | Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total intangible assets | June 30, 2020 September 30, 2019 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 209.3 $ (74.0) $ 135.3 $ 209.4 $ (65.5) $ 143.9 Trademarks and brands 213.5 (68.9) 144.6 213.4 (60.8) 152.6 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 425.9 $ (146.0) $ 279.9 $ 425.9 $ (129.4) $ 296.5 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Summary of ROU assets and lease liabilities | June 30, ROU assets: Other assets $ 12.6 Lease liabilities: Other current liabilities $ 2.4 Other liabilities 11.5 Total lease liabilities $ 13.9 | |
Lessee, operating lease, liability, maturity | June 30, Remaining Fiscal 2020 $ 0.9 Fiscal 2021 2.9 Fiscal 2022 2.8 Fiscal 2023 2.5 Fiscal 2024 1.9 Thereafter 4.8 Total future minimum payments 15.8 Less: Implied interest (1.9) Total lease liabilities $ 13.9 | |
Schedule of future minimum rental payments for operating leases | September 30, Fiscal 2020 $ 2.7 Fiscal 2021 2.7 Fiscal 2022 2.7 Fiscal 2023 2.7 Fiscal 2024 1.9 Thereafter 4.7 Total future minimum payments $ 17.4 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments in condensed consolidated balance sheets | June 30, 2020 Other liabilities $ 4.4 Other noncurrent liabilities 6.8 Total other liabilities $ 11.2 |
Derivative Instruments, Gain (Loss) | Three Months Ended Nine Months Ended Mark-to-market adjustments $ 0.6 $ 0.6 Cash settlements paid, net 0.9 0.7 Net loss amortized from accumulated OCI 0.6 0.6 Total net hedging losses $ 2.1 $ 1.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | June 30, 2020 Total Level 1 Level 2 Derivative liabilities $ 11.2 $ — $ 11.2 NCI $ 1,943.6 $ 1,943.6 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | June 30, Term B Facility $ 682.5 Revolving Credit Facility 55.0 737.5 Less: Current portion of long-term debt (35.0) Debt issuance costs, net (7.1) Unamortized discount (11.5) Long-term debt $ 683.9 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Oct. 21, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 |
Offering price per share of IPO | $ 14 | |||||
Proceeds from IPO | $ 524,400,000 | |||||
Net earnings attributable to redeemable noncontrolling interest | $ 10,900,000 | $ 40,300,000 | $ 51,100,000 | $ 96,400,000 | ||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 0 | 5,500,000 | ||||
Net earnings attributable to redeemable noncontrolling interest subsequent to IPO | $ 10,900,000 | $ 45,600,000 | ||||
Common Class A | ||||||
Common stock, shares issued | 39,400,000 | 39,400,000 | 39,400,000 | |||
Common stock, par value per share | $ 0.01 | |||||
Common stock, shares issued per underwriters' option | 5,100,000 | |||||
Voting power of common stock | 33.00% | |||||
Common Class B | ||||||
Common stock, shares issued | 1 | 1 | 1 | |||
Common stock, par value per share | $ 0.01 | |||||
Voting power of common stock | 67.00% | |||||
BellRing Brands, LLC unit | BellRing Brands, Inc. | ||||||
Common unit, issued | 39,400,000 | |||||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | 28.80% | |||
BellRing Brands, LLC unit | Post Holdings, Inc. | ||||||
Common unit, issued | 97,500,000 | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.20% | 100.00% |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Standards (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Oct. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 13.9 | |
Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use asset | 12.6 | |
Other liabilities | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 13.9 | |
Accounting Standards Update 2016-02 | Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use asset | $ 14.8 | |
Accounting Standards Update 2016-02 | Other liabilities | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 16 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue | ||||
Net sales | $ 204.2 | $ 237.6 | $ 705.7 | $ 639.9 |
Shakes and other beverages | ||||
Disaggregation of Revenue | ||||
Net sales | 167.7 | 191.3 | 578.9 | 493.6 |
Powders | ||||
Disaggregation of Revenue | ||||
Net sales | 25.8 | 27.9 | 85.4 | 90 |
Nutrition Bars | ||||
Disaggregation of Revenue | ||||
Net sales | 9.4 | 16.1 | 36.3 | 48.9 |
Other Products | ||||
Disaggregation of Revenue | ||||
Net sales | $ 1.3 | $ 2.3 | $ 5.1 | $ 7.4 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Cash distribution, related parties | $ 17.3 | |||
Cash distribution on behalf of related party | $ 2 | |||
Percentage of tax savings owed to related party | 85.00% | 85.00% | ||
Accounts payable | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable, related parties | $ 2.7 | $ 2.7 | ||
Other liabilities | ||||
Related Party Transaction [Line Items] | ||||
Tax receivable agreement, related parties | 10.9 | 10.9 | ||
Allocated expense | Selling, general and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 2.8 | $ 8.3 | ||
Separation costs | Selling, general and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 0.1 | $ 1 | 1.9 | $ 3.9 |
Master services agreement fees | Selling, general and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 0.6 | 1.6 | ||
Share-based payment arrangement | Selling, general and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 1 | $ 2.9 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 21, 2019 | Sep. 30, 2019 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interest, beginning of period | $ 0 | |||||
Net earnings attributable to redeemable noncontrolling interest subsequent to IPO | $ 10.9 | 45.6 | ||||
Net earnings available to Class A common stockholders | 3.3 | $ 0 | 13.5 | $ 0 | ||
Redeemable noncontrolling interest, end of period | 1,943.6 | 1,943.6 | ||||
BellRing Brands, Inc. | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Net earnings available to Class A common stockholders | 3.3 | 13.5 | ||||
Impact of initial public offering | 0 | 1,364.6 | ||||
Redemption value adjustment to noncontrolling interest | 270.1 | 540.4 | ||||
Change from net earnings available to class A common stockholders and effects of changes, net | $ 273.4 | $ 1,918.5 | ||||
BellRing Brands, LLC unit | Post Holdings, Inc. | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Common units, outstanding | 97.5 | 97.5 | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.20% | 100.00% | ||
BellRing Brands, LLC unit | BellRing Brands, Inc. | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | 28.80% | |||
Redeemable noncontrolling interest | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interest, beginning of period | $ 1,661.9 | $ 0 | ||||
Net earnings attributable to redeemable noncontrolling interest subsequent to IPO | 10.9 | 45.6 | ||||
Net change in hedges, net of tax | 0.4 | (7.1) | ||||
Foreign currency translation adjustments | 0.3 | 0.1 | ||||
Impact of initial public offering | 0 | 1,364.6 | ||||
Redemption value adjustment to noncontrolling interest | 270.1 | 540.4 | ||||
Redeemable noncontrolling interest, end of period | $ 1,943.6 | $ 1,943.6 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 21, 2019 | |
Income Tax Disclosure | |||||
Effective income tax rate | 7.20% | 23.70% | 12.50% | 23.80% | |
BellRing Brands, LLC unit | BellRing Brands, Inc. | |||||
Income Tax Disclosure | |||||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | 28.80% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Net earnings available to Class A common stockholders, basic | $ 3.3 | $ 0 | $ 13.5 | $ 0 |
Dilutive securities, effect on basic earnings per share | 0 | 0 | ||
Net Income (Loss) Attributable to Parent, Diluted, Total | $ 3.3 | $ 13.5 | ||
Weighted-Average Class A common shares outstanding, basic (in shares) | 39.4 | 0 | 39.4 | 0 |
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0.1 | 0.1 | ||
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.5 | 0 | 39.5 | 0 |
Earnings per Class A common share, basic (in usd per share) | $ 0.08 | $ 0 | $ 0.34 | $ 0 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.08 | $ 0 | $ 0.34 | $ 0 |
Common Class A | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0.1 | 0.1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 24.8 | $ 26.4 |
Work in process | 0.1 | 0.1 |
Finished products | 159.7 | 111.7 |
Inventories | $ 184.6 | $ 138.2 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 21.4 | $ 21.1 |
Accumulated depreciation | (11.5) | (9.4) |
Property, net | $ 9.9 | $ 11.7 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Goodwill [Abstract] | ||
Goodwill, gross | $ 180.7 | $ 180.7 |
Accumulated impairment losses | (114.8) | (114.8) |
Goodwill, Total | $ 65.9 | $ 65.9 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 425.9 | $ 425.9 |
Finite-lived intangible assets, accumulated amortization | (146) | (129.4) |
Finite-lived intangible assets, net | 279.9 | 296.5 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 209.3 | 209.4 |
Finite-lived intangible assets, accumulated amortization | (74) | (65.5) |
Finite-lived intangible assets, net | 135.3 | 143.9 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 213.5 | 213.4 |
Finite-lived intangible assets, accumulated amortization | (68.9) | (60.8) |
Finite-lived intangible assets, net | 144.6 | 152.6 |
Other intangible assets | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 3.1 | 3.1 |
Finite-lived intangible assets, accumulated amortization | (3.1) | (3.1) |
Finite-lived intangible assets, net | $ 0 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 01, 2019 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease payments, due remainder of fiscal year | $ 0.9 | $ 0.9 | ||||
Operating lease payments, due year two | 2.9 | 2.9 | ||||
Operating lease payments, due year three | 2.8 | 2.8 | ||||
Operating lease payments, due year four | 2.5 | 2.5 | ||||
Operating lease payments, due year five | 1.9 | 1.9 | ||||
Operating lease payments, due after year five | 4.8 | 4.8 | ||||
Operating lease payments, total due | 15.8 | 15.8 | ||||
Operating lease liability, undiscounted excess amount | (1.9) | (1.9) | ||||
Operating lease liability | 13.9 | 13.9 | ||||
Operating lease payments, due remainder of fiscal year | $ 2.7 | |||||
Operating lease payments, due year two | 2.7 | |||||
Operating lease payments, due year three | 2.7 | |||||
Operating lease payments, due year four | 2.7 | |||||
Operating lease payments, due year five | 1.9 | |||||
Operating lease payments, due after year five | 4.7 | |||||
Operating lease payments, total due | $ 17.4 | |||||
Operating lease expense | $ 1 | 3 | ||||
Operating lease cash flows | $ 2.7 | |||||
Operating lease, weighted average remaining lease term | 6 years | 6 years | ||||
Operating lease, weighted average discount rate, percent | 4.20% | 4.20% | ||||
Operating lease, rent expense | $ 0.6 | $ 2.2 | ||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, operating lease, term of contract | 1 year | 1 year | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, operating lease, term of contract | 7 years | 7 years | ||||
Other assets | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease right-of-use asset | $ 12.6 | $ 12.6 | ||||
Other current liabilities | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability, current | 2.4 | 2.4 | ||||
Other noncurrent liabilities | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability, noncurrent | 11.5 | 11.5 | ||||
Other liabilities | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability | $ 13.9 | $ 13.9 | ||||
Accounting Standards Update 2016-02 | Other assets | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease right-of-use asset | $ 14.8 | |||||
Accounting Standards Update 2016-02 | Other liabilities | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability | $ 16 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivatives, Fair Value | ||||
Derivative, notional amount | $ 350 | $ 350 | ||
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from cash flow hedges, before tax | (10) | (10) | ||
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from cash flow hedges, net of tax | (9.3) | (9.3) | ||
Unrealized net gain (loss) on derivatives to be reclassified during next 12 months, net | (2.3) | (2.3) | ||
Derivative asset, fair value, gross liability | 11.2 | 11.2 | ||
Net gain (loss) on derivatives, before tax | 0 | $ 0 | (10.4) | $ 0 |
Gain (loss), net on derivatives | (2.1) | (1.9) | ||
Fair Value Adjustment | ||||
Derivatives, Fair Value | ||||
Gain (loss), net on derivatives | (0.6) | (0.6) | ||
Net Cash Settlements | ||||
Derivatives, Fair Value | ||||
Gain (loss), net on derivatives | (0.9) | (0.7) | ||
Reclassified from AOCI | ||||
Derivatives, Fair Value | ||||
Gain (loss), net on derivatives | (0.6) | (0.6) | ||
Other current liabilities | ||||
Derivatives, Fair Value | ||||
Derivative asset, fair value, gross liability | 4.4 | 4.4 | ||
Other noncurrent liabilities | ||||
Derivatives, Fair Value | ||||
Derivative asset, fair value, gross liability | 6.8 | 6.8 | ||
Other liabilities | ||||
Derivatives, Fair Value | ||||
Derivative asset, fair value, gross liability | $ 11.2 | $ 11.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | $ 11.2 | |
Redeemable noncontrolling interest, fair value | 1,943.6 | $ 0 |
Other liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 11.2 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 0 | |
Redeemable noncontrolling interest, fair value | 1,943.6 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 11.2 | |
Redeemable noncontrolling interest, fair value | 0 | |
Debt, fair value | $ 677.8 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Oct. 21, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 |
Debt Instrument | ||||
Long-term and short-term debt, combined amount | $ 737,500,000 | |||
Current portion of long-term debt | (35,000,000) | $ 0 | ||
Unamortized debt issuance expense | (7,100,000) | |||
Unamortized debt discount | $ (14,000,000) | (11,500,000) | ||
Long-term debt | 683,900,000 | |||
Payments of Debt Issuance Costs | 9,600,000 | 9,600,000 | $ 0 | |
Proceeds from debt, net of discount and issuance costs | 776,400,000 | |||
Bridge Loan | ||||
Debt Instrument | ||||
Proceeds from issuance of long-term debt | 1,225,000,000 | |||
Interest costs incurred | 2,200,000 | |||
Repayments of Debt | 1,225,000,000 | |||
Term Loan | ||||
Debt Instrument | ||||
Long-term debt, gross | 700,000,000 | 682,500,000 | ||
Periodic payment of long-term debt principal | 8,750,000 | |||
Letter of Credit | ||||
Debt Instrument | ||||
Maximum borrowing capacity on line of credit | 20,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Long-term debt, gross | 55,000,000 | |||
Maximum borrowing capacity on line of credit | 200,000,000 | |||
Proceeds from borrowing under line of credit | 100,000,000 | 185,000,000 | ||
Repayments of lines of credit | $ 20,000,000 | 130,000,000 | ||
Remaining borrowing capacity on line of credit | 145,000,000 | |||
Letters of credit outstanding, amount | 0 | |||
Debt covenant, maximum undischarged judgments | $ 65,000,000 |
Long-Term Debt - Rates and Rati
Long-Term Debt - Rates and Ratios (Details) | 9 Months Ended |
Jun. 30, 2020 | |
Debt Instrument | |
Debt covenant, leverage ratio | 6 |
Term Loan | |
Debt Instrument | |
Discount percentage on debt instrument | 98.00% |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Term Loan | Federal Funds | |
Debt Instrument | |
Basis spread on variable interest rate | 0.50% |
Term Loan | One-Month Eurodollar | |
Debt Instrument | |
Basis spread on variable interest rate | 1.00% |
Term Loan | Base Rate | |
Debt Instrument | |
Basis spread on variable interest rate | 4.00% |
Term Loan | Eurodollar | |
Debt Instrument | |
Basis spread on variable interest rate | 5.00% |
Revolving Credit Facility | |
Debt Instrument | |
Unused capacity on line of credit commitment fee percentage | 0.50% |
Debt Instrument, Interest Rate, Stated Percentage | 5.25% |
Revolving Credit Facility | Minimum | |
Debt Instrument | |
Unused capacity on line of credit commitment fee percentage | 0.25% |
Revolving Credit Facility | Maximum | |
Debt Instrument | |
Unused capacity on line of credit commitment fee percentage | 0.50% |
Revolving Credit Facility | Base Rate | |
Debt Instrument | |
Basis spread on variable interest rate | 3.25% |
Revolving Credit Facility | Base Rate | Minimum | |
Debt Instrument | |
Basis spread on variable interest rate | 2.75% |
Revolving Credit Facility | Base Rate | Median | |
Debt Instrument | |
Basis spread on variable interest rate | 3.00% |
Revolving Credit Facility | Base Rate | Maximum | |
Debt Instrument | |
Basis spread on variable interest rate | 3.25% |
Revolving Credit Facility | Eurodollar | |
Debt Instrument | |
Basis spread on variable interest rate | 4.25% |
Revolving Credit Facility | Eurodollar | Minimum | |
Debt Instrument | |
Basis spread on variable interest rate | 3.75% |
Revolving Credit Facility | Eurodollar | Median | |
Debt Instrument | |
Basis spread on variable interest rate | 4.00% |
Revolving Credit Facility | Eurodollar | Maximum | |
Debt Instrument | |
Basis spread on variable interest rate | 4.25% |
Revolving Credit Facility | Excess Cash Flow Ratio | |
Debt Instrument | |
Debt covenant, leverage ratio | 3.35 |
Revolving Credit Facility | High-End Ratio | |
Debt Instrument | |
Debt covenant, leverage ratio | 3.50 |
Revolving Credit Facility | Low-End Ratio | |
Debt Instrument | |
Debt covenant, leverage ratio | 2.50 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Sep. 30, 2019 |
Other current liabilities | ||
Loss Contingencies | ||
Estimated litigation liability, current | $ 8.5 | $ 8.5 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jun. 30, 2020 | Oct. 21, 2019 | Sep. 30, 2019 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | ||
Common stock, shares issued | 39,400,000 | 39,400,000 | |
Common stock, shares outstanding | 39,400,000 | ||
Common stock, par value per share | $ 0.01 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1 | ||
Common stock, shares issued | 1 | 1 | |
Common stock, shares outstanding | 1 | ||
Common stock, par value per share | $ 0.01 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 1,000 | ||
Common stock, shares outstanding | 1,000 | ||
Common stock, par value per share | $ 0.01 |