Cover Page
Cover Page - shares | 6 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.01 par value per share | |
Trading Symbol | BRBR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001772016 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 39,510,430 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Net Sales | $ 282.1 | $ 257.5 | $ 564.5 | $ 501.5 |
Cost of goods sold | 195.1 | 169.3 | 385.6 | 322 |
Gross Profit | 87 | 88.2 | 178.9 | 179.5 |
Selling, general and administrative expenses | 48.2 | 47.5 | 86.5 | 84 |
Amortization of intangible assets | 23.2 | 5.6 | 29.1 | 11.1 |
Other operating income, net | 0 | 0 | (0.1) | 0 |
Operating Profit | 15.6 | 35.1 | 63.4 | 84.4 |
Interest expense, net | 11.3 | 14.3 | 24.1 | 25.9 |
Loss on refinancing of debt | 1.5 | 0 | 1.5 | 0 |
Earnings before Income Taxes | 2.8 | 20.8 | 37.8 | 58.5 |
Income tax expense | 0.3 | 2.2 | 2.4 | 8.1 |
Net Earnings Including Redeemable Noncontrolling Interest | 2.5 | 18.6 | 35.4 | 50.4 |
Less: Net earnings attributable to redeemable noncontrolling interest | 1.9 | 14.4 | 27 | 40.2 |
Net Earnings Available to Class A Common Stockholders | $ 0.6 | $ 4.2 | $ 8.4 | $ 10.2 |
Earnings per Class A common share, basic (in usd per share) | $ 0.02 | $ 0.11 | $ 0.21 | $ 0.26 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.02 | $ 0.11 | $ 0.21 | $ 0.26 |
Weighted Average Class A common shares outstanding, basic (in shares) | 39.5 | 39.4 | 39.5 | 39.4 |
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.7 | 39.5 | 39.6 | 39.4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Earnings Including Redeemable Noncontrolling Interest | $ 2.5 | $ 18.6 | $ 35.4 | $ 50.4 |
Hedging adjustments: | ||||
Net loss on derivatives | 0 | (11) | 0 | (10.4) |
Reclassifications to net earnings | 0.6 | (0.2) | 1.1 | (0.2) |
Foreign currency translation adjustments: | ||||
Unrealized foreign currency translation adjustments | (0.9) | (0.3) | 0 | 0.2 |
Tax benefit on other comprehensive loss: | ||||
Net loss on derivatives | 0 | 0.8 | 0 | 0.8 |
Total Other Comprehensive (Loss) Income Including Redeemable Noncontrolling Interest | (0.3) | (10.7) | 1.1 | (9.6) |
Less: Comprehensive income attributable to redeemable noncontrolling interest | 1.7 | 6.2 | 27.8 | 32.5 |
Total Comprehensive Income Available to Class A Common Stockholders | $ 0.5 | $ 1.7 | $ 8.7 | $ 8.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 33.2 | $ 48.7 |
Receivables, net | 117.4 | 83.1 |
Inventories | 148.2 | 150.5 |
Prepaid expenses and other current assets | 9.1 | 7.9 |
Total Current Assets | 307.9 | 290.2 |
Property, net | 8.9 | 10.2 |
Goodwill | 65.9 | 65.9 |
Intangible assets, net | 245.2 | 274.3 |
Other assets | 11.4 | 12.9 |
Total Assets | 639.3 | 653.5 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current portion of long-term debt | 73.2 | 63.8 |
Accounts payable | 91 | 56.7 |
Other current liabilities | 35 | 32.6 |
Total Current Liabilities | 199.2 | 153.1 |
Long-term debt | 539.6 | 622.6 |
Deferred income taxes | 8.3 | 9 |
Other liabilities | 26 | 29.8 |
Total Liabilities | 773.1 | 814.5 |
Redeemable noncontrolling interest | 2,301.4 | 2,021.6 |
Preferred stock | 0 | 0 |
Common stock | 0.4 | 0.4 |
Accumulated deficit | (2,431.9) | (2,179) |
Accumulated other comprehensive loss | (3.7) | (4) |
Total Stockholders’ Equity | (2,435.2) | (2,182.6) |
Total Liabilities and Stockholders’ Equity | $ 639.3 | $ 653.5 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net Earnings Including Redeemable Noncontrolling Interest | $ 35.4 | $ 50.4 |
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 30.6 | 12.8 |
Unrealized gain on interest rate swaps | (1.4) | 0 |
Loss on refinancing of debt | 1.5 | 0 |
Non-cash stock-based compensation expense | 2.2 | 1.1 |
Deferred income taxes | (0.7) | (3.4) |
Other, net | 2.8 | 2.5 |
Other changes in operating assets and liabilities: | ||
Increase in receivables | (34.4) | (42.7) |
Decrease (increase) in inventories | 2.2 | (12.9) |
Increase in prepaid expenses and other current assets | (1) | (2.7) |
Decrease in other assets | 1.4 | 1.2 |
Increase (decrease) in accounts payable and other current liabilities | 34.8 | (11.4) |
Increase in non-current liabilities | 0.4 | 0 |
Net Cash Provided by (Used in) Operating Activities | 73.8 | (5.1) |
Cash Flows from Investing Activities: | ||
Additions to property | (0.5) | (1.2) |
Net Cash Used in Investing Activities | (0.5) | (1.2) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 20 | 871 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 524.4 |
Repayments of long-term debt | (96.3) | (1,298.7) |
Payments of debt issuance costs and deferred financing fees | 0 | (9.6) |
Payment of debt refinancing fees | (1.5) | 0 |
Distributions to Post Holdings, Inc., net | (10.7) | (9.5) |
Other, net | (0.9) | 0 |
Net Cash (Used in) Provided by Financing Activities | (89.4) | 77.6 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0.6 | (0.1) |
Net (Decrease) Increase in Cash and Cash Equivalents | (15.5) | 71.2 |
Cash and Cash Equivalents, Beginning of Year | 48.7 | 5.5 |
Cash and Cash Equivalents, End of Period | $ 33.2 | $ 76.7 |
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, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 489 | $ 0 | $ (2.6) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | (2.3) | |||||||
Foreign currency translation adjustments | 0.4 | |||||||
Impact of initial public offering | (2,112.4) | 29.9 | ||||||
Distribution to Post Holdings, Inc. | (11.7) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 524.4 | (524.4) | ||||||
Redemption value adjustment to redeemable noncontrolling interest | (1.1) | (269.2) | ||||||
Issuance of common stock | 0.4 | (0.4) | ||||||
Activity under stock and deferred compensation plans | 0 | |||||||
Non-cash stock-based compensation expense | 1.1 | |||||||
Net earnings available to Class A Common Stockholders | $ 10.2 | 10.2 | ||||||
Net earnings attributable to Post Holdings, Inc. | 5.5 | |||||||
Stockholders' Equity, end of period at Mar. 31, 2020 | (1,863.2) | 0 | 0.4 | 0 | (1,859.1) | 0 | (2.3) | (2.2) |
Stockholders' Equity, beginning of period at Dec. 31, 2019 | 0 | 0.4 | 0.3 | (2,276.9) | 0 | 0.2 | (2.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | (2.5) | |||||||
Foreign currency translation adjustments | 0 | |||||||
Impact of initial public offering | 4.7 | 0 | ||||||
Distribution to Post Holdings, Inc. | (11.7) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to redeemable noncontrolling interest | (1.1) | 420.6 | ||||||
Issuance of common stock | 0 | 0 | ||||||
Activity under stock and deferred compensation plans | 0 | |||||||
Non-cash stock-based compensation expense | 0.8 | |||||||
Net earnings available to Class A Common Stockholders | 4.2 | 4.2 | ||||||
Net earnings attributable to Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity, end of period at Mar. 31, 2020 | (1,863.2) | 0 | 0.4 | 0 | (1,859.1) | 0 | (2.3) | (2.2) |
Stockholders' Equity, beginning of period at Sep. 30, 2020 | (2,182.6) | 0 | 0.4 | 0 | (2,179) | 0 | (2.1) | (1.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0.3 | |||||||
Foreign currency translation adjustments | 0 | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution to Post Holdings, Inc. | (10.7) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to redeemable noncontrolling interest | (1.4) | (250.6) | ||||||
Issuance of common stock | 0 | 0 | ||||||
Activity under stock and deferred compensation plans | (0.8) | |||||||
Non-cash stock-based compensation expense | 2.2 | |||||||
Net earnings available to Class A Common Stockholders | 8.4 | 8.4 | ||||||
Net earnings attributable to Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity, end of period at Mar. 31, 2021 | (2,435.2) | 0 | 0.4 | 0 | (2,431.9) | 0 | (1.8) | (1.9) |
Stockholders' Equity, beginning of period at Dec. 31, 2020 | 0 | 0.4 | 0 | (2,496.5) | 0 | (2) | (1.6) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0.2 | |||||||
Foreign currency translation adjustments | (0.3) | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution to Post Holdings, Inc. | (7.1) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to redeemable noncontrolling interest | (1.2) | 71.1 | ||||||
Issuance of common stock | 0 | 0 | ||||||
Activity under stock and deferred compensation plans | 0.1 | |||||||
Non-cash stock-based compensation expense | 1.1 | |||||||
Net earnings available to Class A Common Stockholders | 0.6 | 0.6 | ||||||
Net earnings attributable to Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity, end of period at Mar. 31, 2021 | $ (2,435.2) | $ 0 | $ 0.4 | $ 0 | $ (2,431.9) | $ 0 | $ (1.8) | $ (1.9) |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
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 has a single operating and reportable segment, with its principal products being protein-based consumer goods. The Company’s primary brands are Premier Protein and Dymatize. 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”), and contributed the net proceeds from the IPO 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”). 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. As of March 31, 2021, Post held 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 represented 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. As of March 31, 2021, the public stockholders of BellRing Inc. (i) owned 39.5 million shares of Class A Common Stock, which represented 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 held 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 a portion of the consolidated net earnings of BellRing LLC are allocated to the redeemable noncontrolling interest (the “NCI”). The calculation of the NCI is based on Post’s ownership percentage of BellRing LLC units during each period, and reflects the entitlement of Post to a portion of the consolidated net earnings of BellRing LLC. 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 consolidated financial statements of the Company as of and for the year ended September 30, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on November 20, 2020. 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 included in the six months ended March 31, 2020, 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, including allocations of certain Post corporate expenses related to various services that were provided to the Company by Post. All intercompany balances and transactions have been eliminated. Transactions between the Company and Post are included in these financial statements. See Note 5 for further information on transactions with Post. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
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. Recently Adopted 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 replaced the prior 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. The Company adopted this ASU on October 1, 2020. In conjunction with the adoption of this ASU, the Company updated its methodology for calculating its allowance for doubtful accounts. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Revenues [Abstract] | |
Revenue | REVENUE The following table presents net sales by product. Three Months Ended Six Months Ended 2021 2020 2021 2020 Shakes and other beverages $ 227.4 $ 211.4 $ 461.6 $ 411.2 Powders 41.4 30.6 76.8 59.6 Nutrition bars 11.1 13.0 22.7 26.9 Other 2.2 2.5 3.4 3.8 Net Sales $ 282.1 $ 257.5 $ 564.5 $ 501.5 |
Restructuring (Notes)
Restructuring (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Restructuring [Abstract] | |
Restructuring | RESTRUCTURINGIn October 2020, the Company announced its plan to strategically realign its business, resulting in the closing of its Dallas, Texas office and the downsizing of its Munich, Germany location. These actions are expected to be completed by June 30, 2021. Restructuring charges and the associated liabilities for employee-related costs are shown in the following table. Balance, September 30, 2020 $ — Charge to expense 4.8 Cash payments (3.7) Non-cash charges — Balance, March 31, 2021 $ 1.1 Total expected restructuring charges $ 4.9 Cumulative restructuring charges incurred to date 4.8 Remaining expected restructuring charges $ 0.1 |
Related Party Transactions (Not
Related Party Transactions (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | RELATED PARTY TRANSACTIONS The Company uses certain functions and services performed by Post. These functions and services include 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. These functions and services are provided by Post 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. For the three and six months ended March 31, 2021, MSA fees were $0.5 and $1.1, respectively, and stock-based compensation expense related to Post’s stock-based compensation plans was $0.6 and $1.4, respectively. For the three and six months ended March 31, 2020, MSA fees were $0.5 and $1.0, respectively, and stock-based compensation expense related to Post’s stock-based compensation plans was $0.8 and $1.9, 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 and licenses certain intellectual property to and from Post and its subsidiaries based upon pricing governed by agreements between the Company and Post and its subsidiaries, consistent with pricing of similar arm's-length transactions. During each of the three and six months ended March 31, 2021 and 2020, net sales to, purchases from and royalties paid to and received from Post and its subsidiaries were immaterial. The Company has a series of agreements with Post which govern the ongoing relationship between the Company and Post. These agreements include the amended and restated limited liability company agreement of BellRing LLC (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 with Post at both March 31, 2021 and September 30, 2020 related to sales with Post and its subsidiaries. The Company had $2.0 and $1.3 of payables with Post at March 31, 2021 and September 30, 2020, respectively, related to MSA fees and pass-through charges owed by the Company to Post, as well as related party purchases. The receivables and payables were included in “Receivables, net” and “Accounts payable,” respectively, on the Condensed Consolidated Balance Sheets. During the six months ended March 31, 2021, BellRing LLC paid $9.3 to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the LLC Agreement and $1.4 for state corporate tax withholdings on behalf of Post. During the six months ended March 31, 2020, BellRing LLC paid $6.4 to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the LLC Agreement and no payments 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 United States (“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 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest disclosure | REDEEMABLE NONCONTROLLING INTEREST At both March 31, 2021 and September 30, 2020, Post held 97.5 million BellRing LLC units, equal to 71.2% of the economic interest in 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. Post’s ownership of BellRing LLC units represents a 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 or loss (“OCI”) or loss and distributions or dividends or (ii) the redemption value. As of March 31, 2021 and September 30, 2020, the carrying amount of the NCI was recorded at its redemption value of $2,301.4 and $2,021.6, respectively. 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 Sheets. As of both March 31, 2021 and September 30, 2020, BellRing Inc. owned 28.8% of the outstanding BellRing LLC units. For the three and six months ended March 31, 2021 and 2020, the financial results of BellRing LLC and its subsidiaries were consolidated with BellRing Inc., and the portion of the consolidated net earnings of BellRing LLC to which Post was entitled was allocated to the NCI during each period. The following table summarizes the changes to the Company’s NCI. The period as of and for the six months ended March 31, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending March 31, 2020 (see Note 1). As Of and For The As Of and For The 2021 2020 2021 2020 Beginning of period $ 2,369.6 $ 2,075.2 $ 2,021.6 $ — Net earnings attributable to NCI after IPO 1.9 14.4 27.0 34.7 Net change in hedges, net of tax 0.4 (7.9) 0.8 (7.5) Foreign currency translation adjustments (0.6) (0.3) — (0.2) Impact of initial public offering — — — 1,364.6 Redemption value adjustment to NCI (69.9) (419.5) 252.0 270.3 End of period $ 2,301.4 $ 1,661.9 $ 2,301.4 $ 1,661.9 The following table summarizes the effects of changes in ownership in BellRing LLC on BellRing Inc.’s equity. The period for the six months ended March 31, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending March 31, 2020 (see Note 1). Three Months Ended Six Months Ended 2021 2020 2021 2020 Net earnings available to Class A Common Stockholders $ 0.6 $ 4.2 $ 8.4 $ 10.2 Transfers to NCI: Impact of initial public offering — — — 1,364.6 Redemption value adjustment to NCI (69.9) (419.5) 252.0 270.3 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ (69.3) $ (415.3) $ 260.4 $ 1,645.1 |
Income Taxes (Notes)
Income Taxes (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | INCOME TAXESAt both March 31, 2021 and 2020, BellRing Inc. held 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 itself is generally not subject to U.S. federal income tax under current U.S. tax laws.The effective income tax rate was 10.7% and 6.3% for the three and six months ended March 31, 2021, respectively, and 10.6% and 13.8% for the three and six months ended March 31, 2020, respectively. The decrease in the effective income tax rate for the six months ended March 31, 2021 compared to the prior year period was 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 period 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. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
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 each 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 for the six months ended March 31, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending March 31, 2020 (see Note 1). Three Months Ended Six Months Ended 2021 2020 2021 2020 Net earnings available to Class A Common Stockholders for basic earnings per share $ 0.6 $ 4.2 $ 8.4 $ 10.2 Dilutive impact of net earnings attributable to NCI — — — — Net earnings available to Class A Common Stockholders for diluted earnings per share $ 0.6 $ 4.2 $ 8.4 $ 10.2 Weighted average shares for basic earnings per share (in millions) 39.5 39.4 39.5 39.4 Total dilutive restricted stock units (in millions) 0.2 0.1 0.1 — Weighted average shares for diluted earnings per share (in millions) 39.7 39.5 39.6 39.4 Basic earnings per share of Class A Common Stock $ 0.02 $ 0.11 $ 0.21 $ 0.26 Diluted earnings per share of Class A Common Stock $ 0.02 $ 0.11 $ 0.21 $ 0.26 Weighted average shares for diluted earnings per share excluded equity awards of 0.2 million and 0.3 million for the three and six months ended March 31, 2021, respectively, and 0.1 million for each of the three and six months ended March 31, 2020, as they were anti-dilutive. |
Inventories (Notes)
Inventories (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Inventory [Abstract] | |
Inventories | INVENTORIES March 31, September 30, Raw materials and supplies $ 22.8 $ 33.7 Work in process 0.1 0.1 Finished products 125.3 116.7 Inventories $ 148.2 $ 150.5 |
Property, net (Notes)
Property, net (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET March 31, September 30, Property, at cost $ 21.3 $ 22.6 Accumulated depreciation (12.4) (12.4) Property, net $ 8.9 $ 10.2 |
Goodwill (Notes)
Goodwill (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | GOODWILL The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both March 31, 2021 and September 30, 2020 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) | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows: March 31, 2021 September 30, 2020 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 209.4 $ (93.7) $ 115.7 $ 209.4 $ (76.9) $ 132.5 Trademarks and brands 213.4 (83.9) 129.5 213.4 (71.6) 141.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 425.9 $ (180.7) $ 245.2 $ 425.9 $ (151.6) $ 274.3 In December 2020, the Company finalized its plan to discontinue the Supreme Protein brand and related sales of Supreme Protein products. In connection with the discontinuance, the Company updated the useful lives of the customer relationships and trademarks associated with the Supreme Protein brand to reflect the remaining period in which the Company expects to continue to sell existing Supreme Protein product inventory. Accelerated amortization of $17.7 and $18.1 was recorded during the three and six months ended March 31, 2021, respectively, resulting from the updated useful lives of the customer relationships and trademarks associated with the Supreme Protein brand. The net carrying values of the customer relationships and trademarks associated with the Supreme Protein brand were $7.5 and $4.7 as of March 31, 2021, respectively, which are expected to be fully amortized by June 1, 2021. |
Leases (Note)
Leases (Note) | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases of lessee disclosure | LEASES 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 6 years and most leases provide the Company with the option to exercise one or more renewal terms. 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. The following table presents the balance sheet location of the Company’s operating leases. March 31, September 30, Right-of-use assets: Other assets $ 10.5 $ 11.9 Lease liabilities: Other current liabilities $ 2.1 $ 2.2 Other liabilities 9.7 11.0 Total liabilities $ 11.8 $ 13.2 The following table presents maturities of the Company’s operating lease liabilities. March 31, Remaining Fiscal 2021 $ 1.4 Fiscal 2022 2.8 Fiscal 2023 2.5 Fiscal 2024 1.9 Fiscal 2025 2.0 Thereafter 2.7 Total future minimum payments 13.3 Less: Implied interest (1.5) Total lease liabilities $ 11.8 The following table presents supplemental operations statement information related to the Company’s operating leases. Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease expense $ 1.0 $ 0.9 $ 2.0 $ 2.0 Variable lease expense 0.2 0.2 0.3 0.3 Short-term lease expense during each of the three and six months ended March 31, 2021 and 2020 was immaterial. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $1.6 and $1.8 for the six months ended March 31, 2021 and 2020, respectively. Right-of-use assets obtained in exchange for operating lease liabilities during the six months ended March 31, 2021 and 2020 were immaterial. The weighted average remaining lease term of the Company’s operating leases was approximately 5 years and 6 years as of March 31, 2021 and September 30, 2020, respectively. The weighted average incremental borrowing rate was 4.3% and 4.2% as of March 31, 2021 and September 30, 2020, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
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 both March 31, 2021 and September 30, 2020, the Company had pay-fixed, receive-variable interest rate swaps with a notional amount of $350.0. The interest rate swaps mature in December 2022 and require monthly settlements, which began on January 31, 2020, and are used to hedge forecasted interest payments on the Company’s variable rate debt (see Note 16). On 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. At March 31, 2021, accumulated OCI, including amounts reported as NCI, included an $8.3 net hedging loss before taxes ($7.7 after taxes). At September 30, 2020, accumulated OCI, including amounts reported as NCI, included a $9.4 net hedging loss before taxes ($8.8 after taxes). Approximately $2.3 of the net hedging loss reported in accumulated OCI at March 31, 2021 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 Sheets. March 31, September 30, Other current liabilities $ 4.7 $ 4.6 Other liabilities 3.2 5.8 Total liabilities $ 7.9 $ 10.4 The following table presents the components of the Company’s net hedging losses (gains) on interest rate swaps which were included in “Interest expense, net” in the Condensed Consolidated Statements of Operations and the net cash settlements (paid) received on interest rate swaps. Three Months Ended Six Months Ended 2021 2020 2021 2020 Mark-to-market adjustments $ (0.1) $ (0.2) $ (0.1) $ (0.2) Net loss amortized from accumulated OCI 0.6 — 1.1 — Total net hedging losses (gains) $ 0.5 $ (0.2) $ 1.0 $ (0.2) Cash settlements (paid) received, net $ (1.2) $ 0.2 $ (2.4) $ 0.2 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 6 Months Ended |
Mar. 31, 2021 | |
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 Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.” March 31, 2021 September 30, 2020 Total Level 1 Level 2 Total Level 1 Level 2 Derivative liabilities $ 7.9 $ — $ 7.9 $ 10.4 $ — $ 10.4 NCI $ 2,301.4 $ 2,301.4 $ — $ 2,021.6 $ 2,021.6 $ — 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. 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 the end of each period (see Note 6). 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 any outstanding borrowings under the Revolving Credit Facility (as defined in Note 16) as of March 31, 2021 and September 30, 2020 approximated their carrying values. Based on current market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 16) was $629.8 and $674.0 as of March 31, 2021 and September 30, 2020, respectively. 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) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | LONG-TERM DEBT The following table presents the components of “Long-term debt” on the Condensed Consolidated Balance Sheets. March 31, September 30, Term B Facility $ 627.4 $ 673.7 Revolving Credit Facility — 30.0 Total principal amount of debt 627.4 703.7 Less: Current portion of long-term debt 73.2 63.8 Debt issuance costs, net 5.6 6.6 Unamortized discount 9.0 10.7 Long-term debt $ 539.6 $ 622.6 On October 21, 2019, BellRing LLC entered into a credit agreement (as amended, 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. Any outstanding amounts under the Revolving Credit Facility and Term B Facility must be repaid on or before October 21, 2024. On February 26, 2021, BellRing LLC entered into a second amendment to its Credit Agreement (the “Amendment”). The Amendment provided for the refinancing of the Term B Facility on substantially the same terms as in effect prior to the Amendment, except that it (i) reduced the interest rate margin by 100 basis points resulting in (A) for Eurodollar rate loans, an interest rate of the Eurodollar rate plus a margin of 4.00% and (B) for base rate loans, an interest rate of the base rate plus a margin of 3.00%, (ii) reduced the floor for the Eurodollar rate to 0.75%, (iii) modified the Credit Agreement to address the anticipated unavailability of LIBOR as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing LLC repays the Term B Facility in whole or in part with the proceeds of new or replacement debt at a lower effective interest rate, or further amends the Credit Agreement to reduce the effective interest rate applicable to the Term B Facility, BellRing LLC must pay a 1.00% premium on the amount repaid or subject to the interest rate reduction. In connection with the Amendment, BellRing LLC paid debt refinancing fees of $1.5 in the three and six months ended March 31, 2021, which were included in “Loss on refinancing of debt” in the Condensed Consolidated Statements of Operations. Subsequent to the Amendment, 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 4.00% for Eurodollar rate-based loans and 3.00% 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. Interest was paid on each Interest Payment Date (as defined in the Credit Agreement) during each of the six months ended March 31, 2021 and 2020. 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) 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). During the six months ended March 31, 2021, the Company repaid $28.8 on its Term B Facility as a mandatory prepayment from fiscal 2020 excess cash flow, which was in addition to the scheduled amortization payments. The Company classified $38.2 related to the estimated mandatory prepayment of fiscal 2021 excess cash flow in “Current portion of long-term debt” on the Condensed Consolidated Balance Sheet at March 31, 2021. The Company may prepay the Term B Facility at its option without penalty or premium, except as restricted by the Amendment. The interest rate on the Term B Facility was 4.75% and 6.00% as of March 31, 2021 and September 30, 2020, respectively. 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 was 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. There were no amounts drawn under the Revolving Credit Facility as of March 31, 2021. The interest rate on the drawn portion of the Revolving Credit Facility was 5.25% as of September 30, 2020. During the six months ended March 31, 2021 and 2020, BellRing LLC borrowed $20.0 and $185.0 under the Revolving Credit Facility, respectively, and repaid $50.0 and $65.0 on the Revolving Credit Facility, respectively. The available borrowing capacity under the Revolving Credit Facility was $200.0 and $170.0 as of March 31, 2021 and September 30, 2020, respectively. There were no outstanding letters of credit as of March 31, 2021 or September 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 March 31, 2021. 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 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) | 6 Months Ended |
Mar. 31, 2021 | |
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 Company, LLC (“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. The New Jersey case was voluntarily dismissed. 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 and Plaintiff’s petition for an en banc rehearing by the Ninth Circuit was denied. The other 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 an additional class action complaint against Premier Nutrition in California Superior Court for the County of Alameda, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers, beginning after the California Federal Class Lawsuit class period. In September 2020, the same lead counsel filed another class action complaint against Premier Nutrition in California Superior Court for the County of Alameda, alleging identical claims and seeking restitution and injunctive relief on behalf of the same putative class of California consumers as the California Federal Class Lawsuit. 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 six months ended March 31, 2021 or 2020. At both March 31, 2021 and September 30, 2020, 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. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Revenues [Abstract] | |
Disaggregation of revenues | Three Months Ended Six Months Ended 2021 2020 2021 2020 Shakes and other beverages $ 227.4 $ 211.4 $ 461.6 $ 411.2 Powders 41.4 30.6 76.8 59.6 Nutrition bars 11.1 13.0 22.7 26.9 Other 2.2 2.5 3.4 3.8 Net Sales $ 282.1 $ 257.5 $ 564.5 $ 501.5 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Restructuring [Abstract] | |
Restructuring charges and related liabilities | Balance, September 30, 2020 $ — Charge to expense 4.8 Cash payments (3.7) Non-cash charges — Balance, March 31, 2021 $ 1.1 Total expected restructuring charges $ 4.9 Cumulative restructuring charges incurred to date 4.8 Remaining expected restructuring charges $ 0.1 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest | As Of and For The As Of and For The 2021 2020 2021 2020 Beginning of period $ 2,369.6 $ 2,075.2 $ 2,021.6 $ — Net earnings attributable to NCI after IPO 1.9 14.4 27.0 34.7 Net change in hedges, net of tax 0.4 (7.9) 0.8 (7.5) Foreign currency translation adjustments (0.6) (0.3) — (0.2) Impact of initial public offering — — — 1,364.6 Redemption value adjustment to NCI (69.9) (419.5) 252.0 270.3 End of period $ 2,301.4 $ 1,661.9 $ 2,301.4 $ 1,661.9 |
Parent ownership interest, effects of changes, net | Three Months Ended Six Months Ended 2021 2020 2021 2020 Net earnings available to Class A Common Stockholders $ 0.6 $ 4.2 $ 8.4 $ 10.2 Transfers to NCI: Impact of initial public offering — — — 1,364.6 Redemption value adjustment to NCI (69.9) (419.5) 252.0 270.3 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ (69.3) $ (415.3) $ 260.4 $ 1,645.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Three Months Ended Six Months Ended 2021 2020 2021 2020 Net earnings available to Class A Common Stockholders for basic earnings per share $ 0.6 $ 4.2 $ 8.4 $ 10.2 Dilutive impact of net earnings attributable to NCI — — — — Net earnings available to Class A Common Stockholders for diluted earnings per share $ 0.6 $ 4.2 $ 8.4 $ 10.2 Weighted average shares for basic earnings per share (in millions) 39.5 39.4 39.5 39.4 Total dilutive restricted stock units (in millions) 0.2 0.1 0.1 — Weighted average shares for diluted earnings per share (in millions) 39.7 39.5 39.6 39.4 Basic earnings per share of Class A Common Stock $ 0.02 $ 0.11 $ 0.21 $ 0.26 Diluted earnings per share of Class A Common Stock $ 0.02 $ 0.11 $ 0.21 $ 0.26 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Inventory [Abstract] | |
Inventories | March 31, September 30, Raw materials and supplies $ 22.8 $ 33.7 Work in process 0.1 0.1 Finished products 125.3 116.7 Inventories $ 148.2 $ 150.5 |
Property, net (Tables)
Property, net (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, net | March 31, September 30, Property, at cost $ 21.3 $ 22.6 Accumulated depreciation (12.4) (12.4) Property, net $ 8.9 $ 10.2 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
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) | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total intangible assets | March 31, 2021 September 30, 2020 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 209.4 $ (93.7) $ 115.7 $ 209.4 $ (76.9) $ 132.5 Trademarks and brands 213.4 (83.9) 129.5 213.4 (71.6) 141.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 425.9 $ (180.7) $ 245.2 $ 425.9 $ (151.6) $ 274.3 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of ROU assets and lease liabilities | March 31, September 30, Right-of-use assets: Other assets $ 10.5 $ 11.9 Lease liabilities: Other current liabilities $ 2.1 $ 2.2 Other liabilities 9.7 11.0 Total liabilities $ 11.8 $ 13.2 |
Lessee, operating lease, liability, maturity | March 31, Remaining Fiscal 2021 $ 1.4 Fiscal 2022 2.8 Fiscal 2023 2.5 Fiscal 2024 1.9 Fiscal 2025 2.0 Thereafter 2.7 Total future minimum payments 13.3 Less: Implied interest (1.5) Total lease liabilities $ 11.8 |
Lease, Cost | Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease expense $ 1.0 $ 0.9 $ 2.0 $ 2.0 Variable lease expense 0.2 0.2 0.3 0.3 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments in condensed consolidated balance sheets | March 31, September 30, Other current liabilities $ 4.7 $ 4.6 Other liabilities 3.2 5.8 Total liabilities $ 7.9 $ 10.4 |
Derivative Instruments, Loss (Gain) | Three Months Ended Six Months Ended 2021 2020 2021 2020 Mark-to-market adjustments $ (0.1) $ (0.2) $ (0.1) $ (0.2) Net loss amortized from accumulated OCI 0.6 — 1.1 — Total net hedging losses (gains) $ 0.5 $ (0.2) $ 1.0 $ (0.2) Cash settlements (paid) received, net $ (1.2) $ 0.2 $ (2.4) $ 0.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | March 31, 2021 September 30, 2020 Total Level 1 Level 2 Total Level 1 Level 2 Derivative liabilities $ 7.9 $ — $ 7.9 $ 10.4 $ — $ 10.4 NCI $ 2,301.4 $ 2,301.4 $ — $ 2,021.6 $ 2,021.6 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | March 31, September 30, Term B Facility $ 627.4 $ 673.7 Revolving Credit Facility — 30.0 Total principal amount of debt 627.4 703.7 Less: Current portion of long-term debt 73.2 63.8 Debt issuance costs, net 5.6 6.6 Unamortized discount 9.0 10.7 Long-term debt $ 539.6 $ 622.6 |
Basis of Presentation (Details)
Basis of Presentation (Details) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 | Oct. 21, 2019 |
Common Class A | |||
Common stock, shares issued | 39,400,000 | ||
Common stock, par value per share | $ 0.01 | ||
Voting power of common stock | 33.00% | ||
Common stock, shares outstanding | 39,500,000 | ||
Common Class B | |||
Common stock, par value per share | $ 0.01 | ||
Voting power of common stock | 67.00% | ||
Common stock, shares outstanding | 1 | ||
BellRing Brands, LLC unit | BellRing Brands, Inc. | |||
Common unit, issued | 39,400,000 | ||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | |
BellRing Brands, LLC unit | Post Holdings, Inc. | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | |
Common units, outstanding | 97,500,000 | 97,500,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||||
Net Sales | $ 282.1 | $ 257.5 | $ 564.5 | $ 501.5 |
Shakes and other beverages | ||||
Disaggregation of Revenue | ||||
Net Sales | 227.4 | 211.4 | 461.6 | 411.2 |
Powders | ||||
Disaggregation of Revenue | ||||
Net Sales | 41.4 | 30.6 | 76.8 | 59.6 |
Nutrition bars | ||||
Disaggregation of Revenue | ||||
Net Sales | 11.1 | 13 | 22.7 | 26.9 |
Other | ||||
Disaggregation of Revenue | ||||
Net Sales | $ 2.2 | $ 2.5 | $ 3.4 | $ 3.8 |
Restructuring (Details)
Restructuring (Details) - Employee Severance $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | |
Restructuring Accrual | ||
Restructuring accrual, beginning of period | $ 0 | |
Charge to expense | $ 0.3 | 4.8 |
Cash payments | (3.7) | |
Non-cash charges | 0 | |
Restructuring accrual, end of period | 1.1 | 1.1 |
Total expected restructuring charges | 4.9 | 4.9 |
Cumulative restructuring charges incurred to date | 4.8 | 4.8 |
Remaining expected restructuring charges | $ 0.1 | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | |||||
Cash distributions directly to related parties | $ 9.3 | $ 6.4 | |||
Cash distributions on behalf of related parties to third party | $ 1.4 | ||||
Percentage of tax savings owed to related party | 85.00% | 85.00% | |||
Accounts payable | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable, related parties | $ 2 | $ 2 | $ 1.3 | ||
Other liabilities | |||||
Related Party Transaction [Line Items] | |||||
Tax receivable agreement, related parties | 10.9 | 10.9 | $ 10.9 | ||
Master services agreement fees | Selling, general and administrative expenses | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 0.5 | $ 0.5 | 1.1 | 1 | |
Share-based payment arrangement | Selling, general and administrative expenses | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 0.6 | $ 0.8 | $ 1.4 | $ 1.9 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest, beginning of period | $ 2,021.6 | ||||
Net earnings available to Class A Common Stockholders | $ 0.6 | $ 4.2 | 8.4 | $ 10.2 | |
Redeemable noncontrolling interest, end of period | 2,301.4 | 2,301.4 | |||
Level 1 | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest, beginning of period | 2,021.6 | ||||
Redeemable noncontrolling interest, end of period | 2,301.4 | 2,301.4 | |||
BellRing Brands, Inc. | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net earnings available to Class A Common Stockholders | 0.6 | 4.2 | 8.4 | 10.2 | |
Impact of initial public offering | 0 | 0 | 0 | 1,364.6 | |
Redemption value adjustment to redeemable noncontrolling interest | (69.9) | (419.5) | 252 | 270.3 | |
Changes from net earnings available to Class A Common Stockholders and transfers to NCI | $ (69.3) | (415.3) | $ 260.4 | 1,645.1 | |
BellRing Brands, LLC unit | Post Holdings, Inc. | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common units, outstanding | 97.5 | 97.5 | 97.5 | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.20% | ||
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 | $ 2,369.6 | 2,075.2 | $ 2,021.6 | 0 | |
Net earnings attributable to NCI after IPO | 1.9 | 14.4 | 27 | 34.7 | |
Net change in hedges, net of tax | 0.4 | (7.9) | 0.8 | (7.5) | |
Foreign currency translation adjustments | (0.6) | (0.3) | 0 | (0.2) | |
Impact of initial public offering | 0 | 0 | 0 | 1,364.6 | |
Redemption value adjustment to redeemable noncontrolling interest | (69.9) | (419.5) | 252 | 270.3 | |
Redeemable noncontrolling interest, end of period | $ 2,301.4 | $ 1,661.9 | $ 2,301.4 | $ 1,661.9 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Income Tax Disclosure | |||||
Effective income tax rate | 10.70% | 10.60% | 6.30% | 13.80% | |
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 | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Net earnings available to Class A Common Stockholders for basic earnings per share | $ 0.6 | $ 4.2 | $ 8.4 | $ 10.2 |
Dilutive impact of net earnings attributable to NCI | 0 | 0 | 0 | 0 |
Net earnings available to Class A Common Stockholders for diluted earnings per share | $ 0.6 | $ 4.2 | $ 8.4 | $ 10.2 |
Weighted Average Class A common shares outstanding, basic (in shares) | 39.5 | 39.4 | 39.5 | 39.4 |
Dilutive restricted stock units, (in shares) | 0.2 | 0.1 | 0.1 | 0 |
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.7 | 39.5 | 39.6 | 39.4 |
Earnings per Class A common share, basic (in usd per share) | $ 0.02 | $ 0.11 | $ 0.21 | $ 0.26 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.02 | $ 0.11 | $ 0.21 | $ 0.26 |
Common Class A | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0.2 | 0.1 | 0.3 | 0.1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 22.8 | $ 33.7 |
Work in process | 0.1 | 0.1 |
Finished products | 125.3 | 116.7 |
Inventories | $ 148.2 | $ 150.5 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 21.3 | $ 22.6 |
Accumulated depreciation | (12.4) | (12.4) |
Property, net | $ 8.9 | $ 10.2 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Goodwill [Abstract] | ||
Goodwill, gross | $ 180.7 | $ 180.7 |
Accumulated impairment losses | (114.8) | (114.8) |
Goodwill | $ 65.9 | $ 65.9 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, gross | $ 425.9 | $ 425.9 | $ 425.9 |
Finite-lived intangible assets, accumulated amortization | (180.7) | (180.7) | (151.6) |
Finite-lived intangible assets, net | 245.2 | 245.2 | 274.3 |
Accelerated amortization | 17.7 | 18.1 | |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, gross | 209.4 | 209.4 | 209.4 |
Finite-lived intangible assets, accumulated amortization | (93.7) | (93.7) | (76.9) |
Finite-lived intangible assets, net | 115.7 | 115.7 | 132.5 |
Customer relationships | Supreme Protein | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, net | 7.5 | 7.5 | |
Trademarks and brands | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, gross | 213.4 | 213.4 | 213.4 |
Finite-lived intangible assets, accumulated amortization | (83.9) | (83.9) | (71.6) |
Finite-lived intangible assets, net | 129.5 | 129.5 | 141.8 |
Trademarks and brands | Supreme Protein | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, net | 4.7 | 4.7 | |
Other intangible assets | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets, gross | 3.1 | 3.1 | 3.1 |
Finite-lived intangible assets, accumulated amortization | (3.1) | (3.1) | (3.1) |
Finite-lived intangible assets, net | $ 0 | $ 0 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease payments, due remainder of fiscal year | $ 1.4 | $ 1.4 | |||
Operating lease payments, due year one | 2.8 | 2.8 | |||
Operating lease payments, due year two | 2.5 | 2.5 | |||
Operating lease payments, due year three | 1.9 | 1.9 | |||
Operating lease payments, due year four | 2 | 2 | |||
Operating lease payments, due after year four | 2.7 | 2.7 | |||
Operating lease payments, total due | 13.3 | 13.3 | |||
Operating lease liability, undiscounted excess amount | (1.5) | (1.5) | |||
Operating lease liability | 11.8 | 11.8 | |||
Operating lease expense | 1 | $ 0.9 | 2 | $ 2 | |
Variable lease expense | $ 0.2 | $ 0.2 | 0.3 | 0.3 | |
Operating lease cash flows | $ 1.6 | $ 1.8 | |||
Operating lease, weighted average remaining lease term | 5 years | 5 years | 6 years | ||
Operating lease, weighted average discount rate, percent | 4.30% | 4.30% | 4.20% | ||
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 | 6 years | 6 years | |||
Other assets | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use asset | $ 10.5 | $ 10.5 | $ 11.9 | ||
Other current liabilities | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease liability, current | 2.1 | 2.1 | 2.2 | ||
Other noncurrent liabilities | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease liability, noncurrent | 9.7 | 9.7 | 11 | ||
Other liabilities | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease liability | $ 11.8 | $ 11.8 | $ 13.2 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Derivative Instruments Activities Disclosures | |||||
Derivative, notional amount | $ 350 | $ 350 | $ 350 | ||
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from cash flow hedges, before tax | (8.3) | (8.3) | (9.4) | ||
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from cash flow hedges, net of tax | (7.7) | (7.7) | (8.8) | ||
Unrealized net gain (loss) on derivatives to be reclassified during next 12 months, net | (2.3) | (2.3) | |||
Derivative asset, fair value, gross liability | 7.9 | 7.9 | 10.4 | ||
Cash (paid) received on derivative settlements, net | (1.2) | $ 0.2 | (2.4) | $ 0.2 | |
Gain (loss), net on derivatives | (0.5) | 0.2 | (1) | 0.2 | |
Fair Value Adjustment | |||||
Derivative Instruments Activities Disclosures | |||||
Gain (loss), net on derivatives | 0.1 | 0.2 | 0.1 | 0.2 | |
Reclassified from AOCI | |||||
Derivative Instruments Activities Disclosures | |||||
Gain (loss), net on derivatives | (0.6) | $ 0 | (1.1) | $ 0 | |
Other current liabilities | |||||
Derivative Instruments Activities Disclosures | |||||
Derivative asset, fair value, gross liability | 4.7 | 4.7 | 4.6 | ||
Other noncurrent liabilities | |||||
Derivative Instruments Activities Disclosures | |||||
Derivative asset, fair value, gross liability | 3.2 | 3.2 | 5.8 | ||
Other liabilities | |||||
Derivative Instruments Activities Disclosures | |||||
Derivative asset, fair value, gross liability | $ 7.9 | $ 7.9 | $ 10.4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | $ 7.9 | $ 10.4 |
Redeemable noncontrolling interest, fair value | 2,301.4 | 2,021.6 |
Other liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 7.9 | 10.4 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 0 | 0 |
Redeemable noncontrolling interest, fair value | 2,301.4 | 2,021.6 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, fair value, gross liability | 7.9 | 10.4 |
Redeemable noncontrolling interest, fair value | 0 | 0 |
Debt, fair value | $ 629.8 | $ 674 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Oct. 21, 2019 | |
Debt Instrument | ||||||
Long-term and short-term debt, combined amount | $ 627,400,000 | $ 627,400,000 | $ 703,700,000 | |||
Long-term Debt, Current Maturities | (73,200,000) | (73,200,000) | (63,800,000) | |||
Unamortized Debt Issuance Expense | (5,600,000) | (5,600,000) | (6,600,000) | |||
Debt Instrument, Unamortized Discount | (9,000,000) | (9,000,000) | (10,700,000) | |||
Long-term debt | 539,600,000 | 539,600,000 | 622,600,000 | |||
Loss on refinancing of debt | 1,500,000 | $ 0 | 1,500,000 | $ 0 | ||
Term Loan | ||||||
Debt Instrument | ||||||
Long-term debt, gross | 627,400,000 | 627,400,000 | 673,700,000 | $ 700,000,000 | ||
Periodic payment of long-term debt principal | 8,750,000 | |||||
Excess cash flow prepayment | 28,800,000 | |||||
Excess cash flow prepayment, current maturies of debt | 38,200,000 | 38,200,000 | ||||
Loss on refinancing of debt | 1,500,000 | 1,500,000 | ||||
Letter of Credit | ||||||
Debt Instrument | ||||||
Maximum borrowing capacity on line of credit | 20,000,000 | 20,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument | ||||||
Long-term debt, gross | 0 | 0 | 30,000,000 | |||
Maximum borrowing capacity on line of credit | 200,000,000 | 200,000,000 | $ 200,000,000 | |||
Proceeds from borrowing under line of credit | 20,000,000 | 185,000,000 | ||||
Repayments of lines of credit | 50,000,000 | $ 65,000,000 | ||||
Remaining borrowing capacity on line of credit | 200,000,000 | 200,000,000 | 170,000,000 | |||
Letters of credit outstanding, amount | 0 | 0 | $ 0 | |||
Debt covenant, maximum undischarged judgments | $ 65,000,000 | $ 65,000,000 |
Long-Term Debt - Rates and Rati
Long-Term Debt - Rates and Ratios (Details) | 6 Months Ended | ||
Mar. 31, 2021 | Feb. 26, 2021 | Sep. 30, 2020 | |
Debt Instrument | |||
Reduction in interest rate margin, basis points | 100 | ||
Debt covenant, leverage ratio | 6 | ||
Premium on early repayment of debt | 1.00% | ||
Term Loan | |||
Debt Instrument | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | 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 | One-Month Eurodollar | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 0.75% | ||
Term Loan | Base Rate | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.00% | ||
Term Loan | Eurodollar | |||
Debt Instrument | |||
Basis spread on variable interest rate | 4.00% | ||
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 | Mar. 31, 2021 | Sep. 30, 2020 |
Other current liabilities | ||
Loss Contingencies | ||
Estimated litigation liability, current | $ 8.5 | $ 8.5 |