Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Nov. 15, 2021 | Mar. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --09-30 | ||
Document Transition Report | false | ||
Amendment Flag | 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 Central Index Key | 0001772016 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 932,841,252 | ||
Documents Incorporated by Reference | Certain portions of the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, 2021, are incorporated by reference into Part III of this report. | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 39,563,168 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 1,247.1 | $ 988.3 | $ 854.4 |
Cost of goods sold | 860.9 | 650.3 | 542.6 |
Gross profit | 386.2 | 338 | 311.8 |
Selling, general and administrative expenses | 167.1 | 151.8 | 127.1 |
Amortization of intangible assets | 51.2 | 22.2 | 22.2 |
Other operating income, net | (0.1) | 0 | 0 |
Operating profit | 168 | 164 | 162.5 |
Interest expense, net | 43.2 | 54.7 | 0 |
Loss on refinancing of debt | 1.6 | 0 | 0 |
Earnings before income taxes | 123.2 | 109.3 | 162.5 |
Income tax expense | 8.8 | 9.2 | 39.4 |
Net earnings including redeemable noncontrolling interest | 114.4 | 100.1 | 123.1 |
Net earnings attributable to redeemable noncontrolling interest | 86.8 | 76.6 | 123.1 |
Net earnings available to Class A common stockholders | $ 27.6 | $ 23.5 | $ 0 |
Earnings per Class A common share, basic (in usd per share) | $ 0.70 | $ 0.60 | $ 0 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.70 | $ 0.60 | $ 0 |
Weighted-Average Class A common shares outstanding, basic (in shares) | 39.5 | 39.4 | 0 |
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.7 | 39.5 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings including redeemable noncontrolling interest | $ 114.4 | $ 100.1 | $ 123.1 |
Hedging adjustments: | |||
Net loss on derivatives | 0 | (10.4) | 0 |
Reclassifications to net earnings | 2.3 | 1 | 0 |
Foreign currency translation adjustments: | |||
Unrealized foreign currency translation adjustments | (0.2) | 1.4 | (1.2) |
Tax (expense) benefit on other comprehensive income (loss): | |||
Net loss on derivatives | 0 | 0.8 | 0 |
Reclassifications to net earnings | (0.2) | (0.2) | 0 |
Total Other Comprehensive Income (Loss) Including Redeemable Noncontrolling Interest | 1.9 | (7.4) | (1.2) |
Comprehensive income attributable to redeemable noncontrolling interest | 88.2 | 70.6 | 121.9 |
Total comprehensive income available to Class A common stockholders | $ 28.1 | $ 22.1 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 152.6 | $ 48.7 |
Receivables, net | 103.9 | 83.1 |
Inventories | 117.9 | 150.5 |
Prepaid expenses and other current assets | 13.7 | 7.9 |
Total current assets | 388.1 | 290.2 |
Property, net | 8.9 | 10.2 |
Goodwill | 65.9 | 65.9 |
Intangible assets, net | 223.1 | 274.3 |
Other assets | 10.5 | 12.9 |
Total Assets | 696.5 | 653.5 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Current portion of long-term debt | 116.3 | 63.8 |
Accounts payable | 91.9 | 56.7 |
Other current liabilities | 43.1 | 32.6 |
Total current liabilities | 251.3 | 153.1 |
Long-term debt | 481.2 | 622.6 |
Deferred income taxes | 7.6 | 9 |
Other liabilities | 21.9 | 29.8 |
Total Liabilities | 762 | 814.5 |
Redeemable noncontrolling interest | 2,997.3 | 2,021.6 |
Preferred stock | 0 | 0 |
Common stock | 0.4 | 0.4 |
Accumulated deficit | (3,059.7) | (2,179) |
Accumulated other comprehensive loss | (3.5) | (4) |
Total Stockholders’ Deficit | (3,062.8) | (2,182.6) |
Total Liabilities and Stockholders’ Deficit | 696.5 | 653.5 |
Common Class A | ||
Common stock | 0.4 | 0.4 |
Common Class B | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 30, 2020 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common Class A | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 39,510,430 | 39,428,571 |
Common stock, shares outstanding | 39,510,430 | 39,428,571 |
Common Class B | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1 | 1 |
Common stock, shares issued | 1 | 1 |
Common stock, shares outstanding | 1 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | |||
Net earnings including redeemable noncontrolling interest | $ 114.4 | $ 100.1 | $ 123.1 |
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash provided by operating activities: | |||
Depreciation and amortization | 53.7 | 25.3 | 25.3 |
Unrealized (gain) loss on interest rate swaps | (2.3) | 1 | 0 |
Loss on refinancing of debt | 1.6 | 0 | 0 |
Non-cash stock-based compensation expense | 4.6 | 2.5 | 0 |
Deferred income taxes | (1.5) | (3.3) | 0.5 |
Other, net | 5.3 | 4.9 | 12.6 |
Other changes in operating assets and liabilities: | |||
(Increase) decrease in receivables | (21) | (14.2) | 18.5 |
Decrease (increase) in inventories | 32.4 | (11.5) | (77.2) |
Increase in prepaid expenses and other current assets | (5.7) | (0.2) | (3.6) |
Decrease in other assets | 2.5 | 2.6 | 0 |
Increase (decrease) in accounts payable and other current liabilities | 42.1 | (12.1) | (1.9) |
Increase in non-current liabilities | 0 | 2.1 | 1 |
Net Cash Provided by Operating Activities | 226.1 | 97.2 | 98.3 |
Cash Flows from Investing Activities: | |||
Additions to property | (1.6) | (2.1) | (3.2) |
Net Cash Used in Investing Activities | (1.6) | (2.1) | (3.2) |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of long-term debt | 20 | 881 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 524.4 | 0 |
Repayments of long-term debt | (113.8) | (1,416.3) | 0 |
Payments of debt issuance costs and deferred financing fees | 0 | (9.6) | 0 |
Payment of debt refinancing fees | (1.6) | 0 | 0 |
Distributions to Post Holdings, Inc., net | (24.6) | (32.1) | (100.2) |
Other, net | (0.9) | 0 | 0 |
Net Cash Used in Financing Activities | (120.9) | (52.6) | (100.2) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0.3 | 0.7 | (0.3) |
Net Increase (Decrease) in Cash and Cash Equivalents | 103.9 | 43.2 | (5.4) |
Cash and Cash Equivalents, Beginning of Year | 48.7 | 5.5 | 10.9 |
Cash and Cash Equivalents, End of Year | $ 152.6 | $ 48.7 | $ 5.5 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 at Sep. 30, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 453.1 | $ 0 | $ (1.4) | |
Preferred stock, shares at Sep. 30, 2018 | 0 | |||||||
Common stock, shares at Sep. 30, 2018 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0 | |||||||
Foreign currency translation adjustments | (1.2) | |||||||
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 | ||||||
Issuance of common stock | $ 0 | 0 | ||||||
Issuance of common stock, shares | 0 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 | |||||||
Activity under deferred compensation plans | 0 | |||||||
Stock-based compensation expense | 0 | |||||||
Net earnings available to Class A common stockholders | $ 0 | 0 | ||||||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 123.1 | |||||||
Net decrease in net investment of Post Holdings, Inc. | (87.2) | |||||||
Stockholders' Equity at Sep. 30, 2019 | 486.4 | $ 0 | $ 0 | 0 | 0 | 489 | 0 | (2.6) |
Preferred stock, shares at Sep. 30, 2019 | 0 | |||||||
Common stock, shares at Sep. 30, 2019 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | (2.1) | |||||||
Foreign currency translation adjustments | 0.7 | |||||||
Impact of initial public offering | (2,112.4) | 29.9 | ||||||
Distribution declared to Post Holdings, Inc. | (24.8) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 524.4 | (524.4) | ||||||
Redemption value adjustment to noncontrolling interest | (2.6) | (589.3) | ||||||
Issuance of common stock | $ 0.4 | (0.4) | ||||||
Issuance of common stock, shares | 39,400,000 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 | |||||||
Activity under deferred compensation plans | 0.1 | |||||||
Stock-based compensation expense | 2.5 | |||||||
Net earnings available to Class A common stockholders | 23.5 | 23.5 | ||||||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 5.5 | |||||||
Net decrease in net investment of Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity at Sep. 30, 2020 | $ (2,182.6) | $ 0 | $ 0.4 | 0 | (2,179) | 0 | (2.1) | (1.9) |
Preferred stock, shares at Sep. 30, 2020 | 0 | 0 | ||||||
Common stock, shares at Sep. 30, 2020 | 39,400,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change in hedges, net of tax | 0.5 | |||||||
Foreign currency translation adjustments | 0 | |||||||
Impact of initial public offering | 0 | 0 | ||||||
Distribution declared to Post Holdings, Inc. | (24.6) | |||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | ||||||
Redemption value adjustment to noncontrolling interest | (3.8) | (883.7) | ||||||
Issuance of common stock | $ 0 | 0 | ||||||
Issuance of common stock, shares | 0 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 100,000 | |||||||
Activity under deferred compensation plans | (0.8) | |||||||
Stock-based compensation expense | 4.6 | |||||||
Net earnings available to Class A common stockholders | $ 27.6 | 27.6 | ||||||
Net earnings attributable to redeemable noncontrolling interest prior to IPO | 0 | |||||||
Net decrease in net investment of Post Holdings, Inc. | 0 | |||||||
Stockholders' Equity at Sep. 30, 2021 | $ (3,062.8) | $ 0 | $ 0.4 | $ 0 | $ (3,059.7) | $ 0 | $ (1.6) | $ (1.9) |
Preferred stock, shares at Sep. 30, 2021 | 0 | 0 | ||||||
Common stock, shares at Sep. 30, 2021 | 39,500,000 |
Background (Notes)
Background (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | 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 and nutrition bars. 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 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 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 (“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. As of September 30, 2021, Post held 97.5 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 September 30, 2021, the public stockholders of BellRing Inc. (i) owned 39.5 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation — For the period prior to the IPO, the consolidated financial statements present the consolidated 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 as well as 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 6 for further information on services that Post continues to provide to the Company. For the periods subsequent to the IPO, 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 is 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. Use of Estimates and Allocations — The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require certain elections as to accounting policy, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amount of net revenues and expenses during the reporting periods. Significant accounting policy elections, estimates and assumptions include, among others, valuation assumptions of intangible assets and income taxes. Actual results could differ from those estimates. Cash Equivalents — Cash equivalents include all highly liquid investments with original maturities of less than three months. At September 30, 2021 and 2020, the Company had $152.6 and $48.7, respectively, in available cash, of which 5.5% and 25.7%, respectively, was outside of the United States (the “U.S.”). The Company’s intention is to reinvest these funds indefinitely. Receivables — Receivables are reported at net realizable value. This value includes appropriate allowances for credit losses, cash discounts and other amounts which the Company does not ultimately expect to collect. To calculate the allowance for credit losses, the Company estimates uncollectible amounts based on a review of past due balances, historical loss information and an evaluation of customer accounts for potential future losses. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when deemed to be uncollectible based upon the Company’s evaluation of the customer’s solvency. As of September 30, 2021 and 2020, the Company did not have off-balance sheet credit exposure related to its customers. Inventories — Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or net realizable value. Reported amounts have been reduced by a write-down for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales. Restructuring Expenses — Restructuring charges principally consist of severance and other employee separation costs. The Company recognizes restructuring obligations and liabilities for exit and disposal activities at fair value in the period the liability is incurred. Employee severance costs are expensed when they become probable and reasonably estimable under established severance plans. Property — Property is recorded at cost, and depreciation expense is generally provided on a straight-line basis over the estimated useful life of the property. Estimated useful lives range from 2 to 13 years for machinery and equipment; 1 to 33 years for buildings, building improvements and leasehold improvements; and 1 to 3 years for software. Total depreciation expense was $2.5, $2.9 and $3.1 in fiscal 2021, 2020 and 2019, respectively. Any gains and losses incurred on the sale or disposal of assets would be included in other operating income/expense in the statement of operations. Repair and maintenance costs incurred in connection with on-going and planned major maintenance activities are accounted for under the direct expensing method. Property consisted of: September 30, 2021 2020 Land and land improvements $ 0.8 $ 0.8 Buildings and leasehold improvements 5.5 5.4 Machinery and equipment 12.6 14.2 Software 2.1 1.9 Construction in progress 0.6 0.3 21.6 22.6 Accumulated depreciation (12.7) (12.4) Property, net $ 8.9 $ 10.2 As of both September 30, 2021 and 2020, the majority of the Company’s tangible long-lived assets were located in Europe and had a net carrying value of $6.6; the remainder were located in the U.S. Goodwill — Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the business is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. In fiscal 2021 and 2020, the Company performed a qualitative test and determined there were no indicators, including adverse trends in the business, that would indicate it was more likely than not that goodwill was impaired. In fiscal 2019, the Company elected not to perform a qualitative assessment and instead performed a quantitative impairment test. The quantitative goodwill impairment test requires an entity to compare the fair value of each reporting unit with its carrying amount. The estimated fair value is determined using a combined income and market approach with a greater weighting on the income approach. The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, capital requirements and discount rate. The market approach is based on a market multiple (revenue and EBITDA, which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data. The Company did not record a goodwill impairment charge at September 30, 2021, 2020 or 2019, as all reporting units with goodwill passed either the qualitative or quantitative impairment test. The components of “Goodwill” on the Consolidated Balance Sheets at both the beginning and end of the years ended September 30, 2021 and 2020 are presented in the following table. Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 Intangible Assets — Intangible assets consist primarily of definite-lived customer relationships, trademarks and brands. Amortization expense related to definite-lived intangible assets, which is provided on a straight-line basis (as it approximates the economic benefit) over the estimated useful lives of the assets, was $51.2, $22.2 and $22.2 in fiscal 2021, 2020 and 2019, respectively. For the definite-lived intangible assets recorded as of September 30, 2021, amortization expense of $19.5 is expected in each of the next five fiscal years. Intangible assets consisted of: September 30, 2021 September 30, 2020 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 178.6 $ (75.3) $ 103.3 $ 209.4 $ (76.9) $ 132.5 Trademarks and brands 195.1 (75.3) 119.8 213.4 (71.6) 141.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 376.8 $ (153.7) $ 223.1 $ 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 continued to sell existing Supreme Protein product inventory. Accelerated amortization of $29.9 was recorded during the year ended September 30, 2021 resulting from the updated useful lives of the customer relationships and trademarks associated with the Supreme Protein brand, which were fully amortized and written off as of September 30, 2021. Recoverability of Assets — The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, goodwill and right-of-use (“ROU”) assets. In addition, definite-lived asset groups are reassessed as needed whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable or the estimated useful life is no longer appropriate. If circumstances require that a definite-lived asset group be tested for possible impairment, the Company will compare the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the definite-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. There were no indicators, including adverse trends in the business, that indicated it was more likely than not that the Company’s long-lived assets were impaired in fiscal 2021, 2020 or 2019. 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. The Company’s derivative programs may include strategies that do and do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, the derivative is designated as a hedge on the date in which the derivative contract is entered. Derivatives could be designated as a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). Derivatives may also be considered natural hedging instruments, where changes in their fair values act as economic offsets to changes in fair values of the underlying hedged items and are not designated for hedge accounting. The Company does not have any derivatives currently or previously designated as a net investment or fair value hedge. For cash flow hedges, gains and losses are recorded in other comprehensive income (“OCI”) and are reclassified to the Consolidated Statements of Operations in conjunction with the recognition of the underlying hedged item. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized immediately in the Consolidated Statements of Operations. Cash flows from derivatives that are accounted for as hedges and cash flows from derivatives that are not designated as hedges are classified in the same category on the Consolidated Statements of Cash Flows as the items being hedged or on bases consistent with the nature of the instruments. Leases — In conjunction with the adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” on October 1, 2019, the policy for lease accounting was updated. The policy for lease accounting is as follows: 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 Consolidated Balance Sheets. 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 Consolidated Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements. In conjunction with the adoption of ASUs 2016-02 and 2018-11, 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 Accounting Standards Codification (“ASC”) Topic 842, “Leases”: • 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, “Leases”. 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 were accounted for as a lease. Prior to October 1, 2019, the Company accounted for leases under ASC Topic 840. Net Investment of Post — Net Investment of Post on the Consolidated Statements of Stockholders’ (Deficit) Equity represents Post’s historical investment in its active nutrition business, its accumulated net income and the net effect of the transactions with and allocations from Post prior to the IPO. Revenue — The Company recognizes revenue when performance obligations have been satisfied by transferring control of the goods to customers. Control is generally transferred upon delivery of the goods to the customer. At the time of delivery, the customer is invoiced using previously agreed-upon credit terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed fulfillment activities and are accounted for as fulfillment costs. The Company’s contracts with customers generally contain one performance obligation. Many of the Company’s contracts with customers include some form of variable or fixed consideration. The most common forms of variable and fixed consideration are trade promotions, rebates and discount programs. As of September 30, 2021 and 2020, these programs resulted in an allowance for trade promotions of $19.4 and $14.7, respectively, which were recorded as a reduction of “Receivables, net” on the Consolidated Balance Sheets. Variable consideration is treated as a reduction of revenue at the time product revenue is recognized. Methodologies for determining these provisions are dependent on specific customer pricing and promotional practices, which range from contractually fixed percentage price reductions to reimbursement based on actual occurrence or performance. The Company does not believe that there will be significant changes to its estimates of variable consideration when any uncertainties are resolved with customers. The Company reviews and updates estimates of variable consideration each period. Uncertainties related to the estimates of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. The majority of trade promotions are redeemed in the form of invoice credits against trade receivables. The Company’s products are sold with no right of return, except in the case of goods which do not meet product specifications or are damaged. No services beyond this assurance-type warranty are provided to customers. Customer remedies include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction of revenue based on historical sales return experience. The following table summarizes the impact of the Company’s adoption of ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” on a modified retrospective basis in the Company’s Consolidated Statement of Operations for the year ended September 30, 2019, the year of adoption. As a result of the adoption, certain payments to customers totaling $8.8 in the year ended September 30, 2019 previously classified in “Selling, general and administrative expenses” were classified as “Net Sales” in the Consolidated Statement of Operations. These payments to customers related to trade advertisements that supported the Company’s sales to customers. In accordance with ASC Topic 606, “Revenue from Contracts with Customers,” these payments were determined not to be distinct within the customer contracts and, as such, required classification within net sales. No changes to the balance sheet were required by the adoption of ASC Topic 606. Year Ended September 30, 2019 As Reported Under ASC Topic 606 As Reported Under Prior Guidance Impact of Adoption Net Sales $ 854.4 $ 863.2 $ (8.8) Cost of goods sold 542.6 542.6 — Gross Profit 311.8 320.6 (8.8) Selling, general and administrative expenses 127.1 135.9 (8.8) Amortization of intangible assets 22.2 22.2 — Operating Profit $ 162.5 $ 162.5 $ — Cost of Goods Sold — Cost of goods sold includes, among other things, inbound and outbound freight costs and depreciation expense related to assets used in production, while storage and other warehousing costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Storage and other warehousing costs totaled $17.0, $17.4 and $13.7 in fiscal 2021, 2020 and 2019, respectively. Advertising — Advertising costs are expensed as incurred, except for costs of producing media advertising such as television commercials or magazine and online advertisements, which are deferred until the first time the advertising takes place and amortized over the period the advertising runs. The amounts reported as assets on the Consolidated Balance Sheets as “Prepaid expenses and other current assets” were immaterial as of September 30, 2021 and 2020. Stock-based Compensation — Prior to the IPO, the Company’s employees had solely participated in Post’s stock-based compensation plans. Stock-based compensation expense under Post’s stock-based compensation plans had been allocated to the Company based on the awards and terms previously granted to its employees. All awards outstanding under Post’s stock-based compensation plans will continue to vest and the Company will record stock based-compensation expense related to those awards. Subsequent to the IPO, the Company’s employees also began to participate in the Company’s 2019 Long-Term Incentive Plan. The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards and the fair market value at each quarterly reporting date for liability awards. That cost is recognized over the period during which an employee is required to provide service in exchange for the award — the requisite service period (usually the vesting period). Any forfeitures of stock-based awards are recorded as they occur. See Note 17 for disclosures related to stock-based compensation. Income Tax Expense — Income tax expense is estimated based on income taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is not “more likely than not” that the future benefits will be realized. Reserves are recorded for estimated exposures associated with the Company’s tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest due to an underpayment of income taxes is classified as income taxes. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 12 Months Ended |
Sep. 30, 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 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.” which provided 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, which did not materially change its methodology for calculating its allowance for doubtful accounts (see Note 2). 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) | 12 Months Ended |
Sep. 30, 2021 | |
Revenues [Abstract] | |
Revenue | REVENUE The following table presents net sales by product. Year Ended September 30, 2021 2020 2019 Shakes and other beverages $ 1,014.2 $ 810.1 $ 662.1 Powders 178.6 121.7 119.8 Nutrition bars 45.2 49.3 62.5 Other 9.1 7.2 10.0 Net Sales $ 1,247.1 $ 988.3 $ 854.4 The Company’s external revenues were primarily generated by sales within the U.S.; foreign sales were 11.7%, 11.1% and 13.6% of total fiscal 2021, 2020 and 2019 net sales, respectively. The largest concentration of foreign sales was within Europe, which accounted for 34.1%, 41.5% and 38.8% of total foreign net sales in fiscal 2021, 2020 and 2019, respectively. Sales are attributed to individual countries based on the address to which the product is shipped. Two customers individually accounted for more than 10% of total net sales in each of the years ended September 30, 2021, 2020 and 2019. One customer accounted for 33.8%, 35.7% and 32.0% of total net sales in the years ended September 30, 2021, 2020 and 2019, respectively. The other customer accounted for 31.5%, 31.6% and 37.9% of total net sales in the years ended September 30, 2021, 2020 and 2019, respectively. |
Restructuring (Notes)
Restructuring (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Restructuring [Abstract] | |
Restructuring | RESTRUCTURING In 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 were completed as of September 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 4.7 Cash payments (4.7) Non-cash charges — Balance, September 30, 2021 $ — Total expected restructuring charges $ 4.7 Cumulative restructuring charges incurred to date 4.7 Remaining expected restructuring charges $ — |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
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 year ended September 30, 2019, allocated costs were $12.6, which included $6.7 of costs related to the separation from Post. Costs related to the separation from Post were $0.2 and $1.9 for the years ended September 30, 2021 and 2020, respectively. Allocated costs and costs related to the separation from Post were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. After the completion of the IPO, Post continues to provide these services and other services to the Company under a master services agreement (the “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 were $2.2 for each of the years ended September 30, 2021 and 2020. Stock-based compensation expense related to Post’s stock-based compensation plans were $2.6 and $3.9 for the years ended September 30, 2021 and 2020, respectively. See Note 17 for further information related to Post’s stock-based compensation plans. MSA fees and stock-based compensation expense were reported in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The Company sells certain products to, purchases certain products from and licenses certain intellectual property to and from Post and its subsidiaries. For the period 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 years ended September 30, 2021, 2020 and 2019, net sales to and royalties received from Post and its subsidiaries were immaterial. During the years ended September 30, 2021, 2020 and 2019, purchases from and royalties paid to Post and its subsidiaries were $1.0, $0.6 and zero, respectively. The Company has a series of agreements with Post which are intended to govern the ongoing relationship between the Company and Post. These agreements include the amended and restated limited liability company agreement of BellRing LLC (the “BellRing 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 September 30, 2021 and 2020 related to sales with Post and its subsidiaries. The Company had $2.2 and $1.3 of payables with Post at September 30, 2021 and 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 Consolidated Balance Sheets. During the years ended September 30, 2021 and 2020, BellRing LLC paid $20.4 and $21.4, respectively, to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the BellRing LLC Agreement and $4.2 and $3.4, respectively, for state corporate tax withholdings on behalf of Post. There were no payments made by BellRing LLC related to quarterly tax distributions or state corporate tax withholdings during the year ended September 30, 2019. 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 of $0.3 and $10.2 were recorded in “Accounts Payable” and “Other liabilities,” respectively, on the Consolidated Balance Sheet at September 30, 2021. Amounts payable to Post related to the tax receivable agreement of $10.9 were recorded in “Other liabilities” on the Consolidated Balance Sheet at September 30, 2020. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest disclosure | REDEEMABLE NONCONTROLLING INTEREST At both September 30, 2021 and 2020, Post held 97.5 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 and distributions or dividends or (ii) the redemption value. As of September 30, 2021 and 2020, the carrying amounts of the NCI were recorded at their redemption values of $2,997.3 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 Consolidated Balance Sheets. At both September 30, 2021 and 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 the portion of the consolidated net earnings of BellRing LLC to which Post was entitled was allocated to the NCI during each year. The following table summarizes the changes to the Company’s NCI. The period as of and for the year ended September 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending September 30, 2020 (see Note 1). As Of and For The 2021 2020 Beginning of period $ 2,021.6 $ — Net earnings attributable to NCI after IPO 86.8 71.1 Net change in hedges, net of tax 1.6 (6.7) Foreign currency translation adjustments (0.2) 0.7 Impact of IPO — 1,364.6 Redemption value adjustment to NCI 887.5 591.9 End of period $ 2,997.3 $ 2,021.6 The following table summarizes the effects of changes in ownership in BellRing LLC on BellRing Inc.’s equity. The period as of and for the year ended September 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending September 30, 2020 (see Note 1). As Of and For The 2021 2020 Net earnings available to Class A Common Stockholders $ 27.6 $ 23.5 Transfers to NCI: Impact of IPO — 1,364.6 Redemption value adjustment to NCI 887.5 591.9 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ 915.1 $ 1,980.0 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | INCOME TAXES At both September 30, 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 is itself generally not subject to U.S. federal income tax under current U.S. tax laws. Generally, items of taxable income, gain, loss and deduction of BellRing LLC are passed through to its members, BellRing Inc. and Post. BellRing Inc. is responsible for its share of taxable income or loss of BellRing LLC allocated to it in accordance with the BellRing LLC Agreement and partnership tax rules and regulations. The expense (benefit) for income taxes consisted of the following: Year Ended September 30, 2021 2020 2019 Current: Federal $ 9.2 $ 10.7 $ 33.6 State 1.7 2.0 5.0 Foreign (0.6) (0.2) 0.3 10.3 12.5 38.9 Deferred: Federal (1.3) (2.0) 0.2 State (0.2) (1.3) 0.3 Foreign — — — (1.5) (3.3) 0.5 Income tax expense $ 8.8 $ 9.2 $ 39.4 The effective income tax rate for fiscal 2021 was 7.1% compared to 8.4% for fiscal 2020 and 24.2% for fiscal 2019. The decrease in the effective income tax rate compared to each of the prior years 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 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. A reconciliation of income tax expense with amounts computed at the federal statutory tax rate follows: Year Ended September 30, 2021 2020 2019 Computed tax (21%) $ 25.9 $ 23.0 $ 34.1 Income tax expense attributable to NCI (19.5) (16.2) — State income taxes, net of effect on federal tax 4.0 3.0 4.9 Tax-deductible transaction costs — (1.2) — Uncertain tax position — 1.5 — Other, net (none in excess of 5% of computed tax) (1.6) (0.9) 0.4 Income tax expense $ 8.8 $ 9.2 $ 39.4 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax non-current assets (liabilities) were as follows: September 30, 2021 September 30, 2020 Assets Liabilities Net Assets Liabilities Net Stock-based compensation awards 0.1 — 0.1 — — — Accrued liabilities 2.5 — 2.5 2.6 — 2.6 Intangible assets 1.0 — 1.0 1.0 — 1.0 Investment in partnership (a) — (11.2) (11.2) — (12.6) (12.6) Deferred income taxes $ 3.6 $ (11.2) $ (7.6) $ 3.6 $ (12.6) $ (9.0) (a) As of September 30, 2021 and 2020, the Company’s deferred tax liability for investment in partnership of $11.2 and $12.6, respectively, related to excess financial reporting outside basis over tax outside basis, of which $5.4 and $3.0, respectively, related to a deferred tax asset attributable to BellRing Inc.’s investment in BellRing LLC and $16.6 and $15.6, respectively, related to a deferred tax liability attributable to a partnership wholly-owned by BellRing LLC and its subsidiaries. No provision has been made for income taxes on undistributed earnings of consolidated foreign subsidiaries of $1.0 and $2.3 at September 30, 2021 and 2020, respectively, as it is the Company’s intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the additional income taxes and applicable foreign withholdings that would be payable on the remittance of such undistributed earnings. For fiscal 2021 and 2020, foreign loss before income taxes was $1.9 and $0.8, respectively. For fiscal 2019, foreign income before taxes was $1.0. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act had no significant U.S. federal or state income tax impacts during the years ended September 30, 2021 or 2020. Unrecognized Tax Benefits The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities. The tax benefits recognized from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. Unrecognized tax benefits activity for the years ended September 30, 2021, 2020 and 2019 is presented in the following table: Year Ended September 30, 2021 2020 2019 Balance, beginning of year $ 1.5 $ — $ 0.5 Additions for tax positions taken in current year and acquisitions — 1.5 — Reductions for tax positions taken in prior years — — (0.5) Balance, end of year $ 1.5 $ 1.5 $ — The amount of the net unrecognized tax benefits that, if recognized, would directly affect the effective tax rate was $1.5 at September 30, 2021. None of the unrecognized tax benefit at September 30, 2021 is expected to be recognized within the next twelve months. The Company computes tax-related interest and penalties as the difference between the tax position recognized for financial reporting purposes and the amount previously taken on the Company’s tax returns and classifies these amounts as components of income tax (benefit) expense. During each of the years ended September 30, 2021, 2020 and 2019, expenses recorded related to interest and penalties were immaterial, and the Company had immaterial interest and penalty accruals at both September 30, 2021 and 2020. U.S. federal, U.S. state and German income tax returns for the tax years ended September 30, 2018 through September 30, 2020 are generally open and subject to examination by the tax authorities in each respective jurisdiction. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Sep. 30, 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 the year. 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 year ended September 30, 2020 represents the period beginning October 21, 2019, the effective date of the IPO, and ending September 30, 2020 (see Note 1). There were no shares of Class A Common Stock outstanding during the year ended September 30, 2019, and as such, no computation of basic and diluted earnings per share has been provided. Year Ended September 30, 2021 2020 Net earnings available to Class A Common Stockholders for basic earnings per share $ 27.6 $ 23.5 Dilutive impact of net earnings attributable to NCI 0.2 0.1 Net earnings available to Class A Common Stockholders for diluted earnings per share $ 27.8 $ 23.6 Weighted-average shares for basic earnings per share 39.5 39.4 Total dilutive restricted stock units 0.2 0.1 Weighted-average shares for diluted earnings per share 39.7 39.5 Basic earnings per share of Class A Common Stock $ 0.70 $ 0.60 Diluted earnings per share of Class A Common Stock $ 0.70 $ 0.60 Weighted-average shares for diluted earnings per share excludes 0.2 and 0.1 of equity awards for the years ended September 30, 2021 and 2020, respectively, as they were anti-dilutive. |
Supplemental Operations and Cas
Supplemental Operations and Cash Flow Information (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Operations Statement and Cash Flow Information | SUPPLEMENTAL OPERATIONS STATEMENT AND CASH FLOW INFORMATION Year Ended September 30, 2021 2020 2019 Advertising and promotion expenses $ 39.1 $ 33.0 $ 19.9 Repair and maintenance expenses 0.4 0.6 0.4 Research and development expenses 11.2 9.4 7.6 Interest paid (a) 35.7 48.8 — Income taxes paid (b) 12.0 10.1 0.3 (a) The Company held no debt during the period prior to the IPO. For additional information, see Note 15. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, 2021 2020 Receivables, net Trade $ 97.0 $ 78.3 Other 7.1 6.3 104.1 84.6 Allowance for doubtful accounts (0.2) (1.5) $ 103.9 $ 83.1 Inventories Raw materials and supplies $ 34.0 $ 33.7 Work in process 0.1 0.1 Finished products 83.8 116.7 $ 117.9 $ 150.5 Accounts Payable Trade $ 89.0 $ 54.7 Other 2.9 2.0 $ 91.9 $ 56.7 Other Current Liabilities Accrued legal settlements $ 8.5 $ 8.5 Accrued compensation 14.4 8.5 Hedging liabilities 4.7 4.6 Advertising and promotion 3.8 1.7 Other 11.7 9.3 $ 43.1 $ 32.6 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lessee, operating leases | LEASESThe 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. The following table presents the balance sheet location of the Company’s operating leases. September 30, 2021 2020 ROU assets: Other assets $ 9.7 $ 11.9 Lease liabilities: Other current liabilities $ 2.3 $ 2.2 Other liabilities 8.6 11.0 Total liabilities $ 10.9 $ 13.2 Future maturities of the Company’s operating lease liabilities as of September 30, 2021 are presented in the following table. Fiscal 2022 $ 2.8 Fiscal 2023 2.6 Fiscal 2024 2.0 Fiscal 2025 2.0 Fiscal 2026 2.1 Thereafter 0.7 Total future minimum payments 12.2 Less: Implied interest (1.3) Total lease liabilities $ 10.9 The following table presents supplemental information related to the Company’s operating leases reported under ASC Topic 842. September 30, 2021 2020 Operating lease expense 3.7 4.0 Variable lease expense 0.7 0.6 Short-term lease expense — — Weighted average remaining lease term 5 years 6 years Weighted average incremental borrowing rate 4.3 % 4.2 % Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the years ended September 30, 2021 and 2020 were $3.0 and $3.6, respectively. ROU assets obtained in exchange for operating lease liabilities during the years ended September 30, 2021 and 2020 were immaterial. As reported under ASC Topic 840, rent expense for the year ended September 30, 2019 was $3.3. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 12 Months Ended |
Sep. 30, 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 September 30, 2021 and 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 15). 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 Consolidated Statements of Operations on a straight-line basis over the term of the related debt. At September 30, 2021, accumulated OCI, including amounts reported as NCI, included a $7.1 net hedging loss before taxes ($6.7 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 September 30, 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 Consolidated Balance Sheets. September 30, 2021 2020 Other current liabilities $ 4.7 $ 4.6 Other liabilities 1.1 5.8 Total liabilities $ 5.8 $ 10.4 The following table presents the components of the Company’s net hedging loss on interest rate swaps which are included in “Interest expense, net” in the Consolidated Statements of Operations and the net cash settlements paid on interest rate swaps. Year Ended September 30, 2021 2020 Mark-to-market adjustments $ 0.2 $ 1.6 Net loss amortized from accumulated OCI 2.3 1.2 Total net hedging loss $ 2.5 $ 2.8 Cash settlements paid $ (4.8) $ (1.8) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Sep. 30, 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 ASC Topic 820, “Fair Value Measurement.” September 30, 2021 September 30, 2020 Total Level 1 Level 2 Total Level 1 Level 2 Derivative liabilities $ 5.8 $ — $ 5.8 $ 10.4 $ — $ 10.4 NCI $ 2,997.3 $ 2,997.3 $ — $ 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 at the end of each year (see Note 7). 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 Consolidated Balance Sheets. The fair value of any outstanding borrowings under the Revolving Credit Facility (as defined in Note 15) as of September 30, 2021 and 2020 approximated their carrying values. Based on market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 15) was $613.8 and $674.0 as of September 30, 2021 and 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) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | LONG-TERM DEBT The components of “Long-term debt” on the Consolidated Balance Sheets are presented in the following table. September 30, 2021 2020 Term B Facility $ 609.9 $ 673.7 Revolving Credit Facility — 30.0 609.9 703.7 Less: Current portion of long-term debt 116.3 63.8 Debt issuance costs, net 4.7 6.6 Unamortized discount 7.7 10.7 Long-term debt $ 481.2 $ 622.6 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 property) of BellRing LLC and in substantially all of the assets (other than real property) 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 (as subsequently 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 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 are being 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. 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 (used to determine the interest rate for Eurodollar rate loans) as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing LLC repaid 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 amended the Credit Agreement to reduce the effective interest rate applicable to the Term B Facility, BellRing LLC would have paid 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 $1.6 in the year ended September 30, 2021 which were included in “Loss on refinancing of debt” in the Consolidated Statement of Operations. Prior to the Amendment, borrowings under the Term B Facility bore interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar rate (with a floor of 1.00%) 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. 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 years ended September 30, 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 year ended September 30, 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 $81.3 related to the estimated mandatory prepayment of fiscal 2021 excess cash flow in “Current portion of long-term debt” on the Consolidated Balance Sheet at September 30, 2021. The Company may prepay the Term B Facility at its option without penalty or premium, except as provided in the Amendment. The interest rate on the Term B Facility was 4.75% and 6.00% as of September 30, 2021 and 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 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 September 30, 2021. The interest rate on the drawn portion of the Revolving Credit Facility was 5.25% at September 30, 2020. During the years ended September 30, 2021 and 2020, BellRing LLC borrowed $20.0 and $195.0 under the Revolving Credit Facility, respectively, and repaid $50.0 and $165.0 under the Revolving Credit Facility, respectively. The available borrowing capacity under the Revolving Credit Facility was $200.0 and $170.0 at September 30, 2021 and 2020, respectively. There were no outstanding letters of credit at September 30, 2021 or 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 (as defined in the Credit Agreement) 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 September 30, 2021. The Credit Agreement provides for potential incremental revolving and term facilities at BellRing LLC’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits BellRing LLC to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as 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). As of September 30, 2021, expected principal payments on the Company’s debt for the next five fiscal years were: Fiscal 2022 $ 116.3 Fiscal 2023 35.0 Fiscal 2024 35.0 Fiscal 2025 423.6 Fiscal 2026 — Estimated future interest payments on the Company’s debt through its maturity date on October 21, 2024 are expected to be $72.9 (with $26.2 expected in fiscal 2022) based on the interest rates at September 30, 2021, scheduled amortization payments and estimated mandatory prepayment of fiscal 2021 excess cash flow. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Sep. 30, 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 years ended September 30, 2021, 2020 or 2019. At both September 30, 2021 and 2020, the Company had accrued $8.5 related to this matter that was included in “Other current liabilities” on the 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 |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | STOCK-BASED COMPENSATION Post Long-Term Incentive Plans Prior to the IPO, the Company’s employees participated in various Post long-term incentive plans (the “Post Long-Term Incentive Plans”). Awards issued under the Post Long-Term Incentive Plans have a maximum term of 10 years, provided, however, that the corporate governance and compensation committee of Post’s board of directors may, in its discretion, grant awards with a longer term to participants who are located outside of the U.S. Subsequent to the IPO, BellRing employees were no longer eligible to receive new issuances of shares for stock-based compensation awards under the Post Long-Term Incentive Plans. The following disclosures reflect the details of the Post Long-Term Incentive Plans related solely to the BellRing employees who participate in such plans. During the years ended September 30, 2021, 2020 and 2019, total compensation cost for non-cash and cash stock-based compensation awards recognized was $2.6, $3.9 and $3.5, respectively, and the related recognized deferred tax benefit for each of those years was $0.2, $0.3 and $0.8, respectively. As of September 30, 2021, the total compensation cost related to non-vested awards not yet recognized was $1.0, which is expected to be recognized over a weighted-average period of 0.7 years. Post Stock Options Information about Post stock options granted to BellRing employees is summarized in the following table. in millions, except options or where otherwise indicated Post Stock Options Weighted- Weighted- Aggregate Outstanding at September 30, 2020 38,314 $ 81.42 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2021 38,314 81.42 6.21 $ 1.1 Vested and expected to vest as of September 30, 2021 38,314 81.42 6.21 1.1 Exercisable at September 30, 2021 34,201 80.14 6.10 1.0 The fair value of each Post stock option was estimated on the date of grant using the Black-Scholes Model. Post uses the simplified method for estimating a stock option term as it does not have sufficient historical stock options exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The weighted-average assumptions and fair value for Post stock options granted to BellRing employees during the year ended September 30, 2019 are summarized in the table below. There were no Post stock options granted to BellRing employees during the years ended September 30, 2021 or 2020. Expected term (in years) 6.5 Expected stock price volatility 29.7% Risk-free interest rate 3.1% Expected dividends —% Fair value (per option) $33.82 There were no stock options exercised during each of the years ended September 30, 2021, 2020 and 2019. Post Restricted Stock Units (“Post RSUs”) Information about Post RSUs granted to BellRing employees is summarized in the following table. Post RSUs Weighted- Nonvested at September 30, 2020 59,760 $ 99.83 Granted — — Vested (34,151) 96.32 Forfeited (4,493) 105.70 Nonvested at September 30, 2021 21,116 104.26 The grant date fair value of each Post RSU was determined based upon the closing price of Post’s common stock on the date of grant. The weighted-average grant date fair value of nonvested Post RSUs was $104.26, $99.83 and $96.64 at September 30, 2021, 2020 and 2019, respectively. The total vest date fair value of Post RSUs that vested during fiscal 2021, 2020 and 2019 was $3.0, $4.5 and $2.1, respectively. Post Cash Settled Restricted Stock Units (“Post Cash RSUs”) Information about Post Cash RSUs granted to BellRing employees is summarized in the following table. Post Cash RSUs Weighted- Average Grant Date Fair Value Per Share Nonvested at September 30, 2020 4,000 $ 51.43 Granted — — Vested (1,000) 51.43 Forfeited — — Nonvested at September 30, 2021 3,000 51.43 At September 30, 2021, the 3,000 nonvested Post Cash RSUs were valued at the greater of the closing price of Post’s common stock or the grant price of $51.43. Cash used to settle Post Cash RSUs was $0.1 for each of the years ended September 30, 2021, 2020 and 2019. BellRing Long-Term Incentive Plan Subsequent to the IPO, the Company’s employees began participating in BellRing Inc.’s 2019 Long-Term Incentive Plan (the “BellRing Long-Term Incentive Plan”). On October 22, 2019, the Company registered shares of its Class A Common Stock on a Form S-8 filed with the Securities and Exchange Commission, for issuance under the BellRing Long-Term Incentive Plan. Awards issued under the BellRing Long-Term Incentive Plan have a maximum term of 10 years, provided, however, that the Corporate Governance and Compensation Committee of BellRing Inc.’s Board of Directors may, in its discretion, grant awards with a longer term to participants who are located outside of the U.S. At September 30, 2021 there were 1.9 shares remaining to be issued for stock-based compensation awards under the BellRing Long-Term Incentive Plan. During the years ended September 30, 2021 and 2020, total compensation cost for BellRing’s non-cash stock-based compensation awards recognized was $4.6 and $2.5, respectively, and the related recognized deferred tax benefit was $0.3 and $0.2, respectively. See Note 8 for discussion related to income taxes. As of September 30, 2021, the total compensation cost related to BellRing’s non-vested awards not yet recognized was $6.9, which is expected to be recognized over a weighted-average period of 1.6 years. BellRing Stock Options Information about BellRing stock options is summarized in the following table. in millions, except options or where otherwise indicated BellRing Stock Options Weighted- Weighted- Aggregate Outstanding at September 30, 2020 96,000 $ 19.31 Granted 162,969 20.05 Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2021 258,969 19.78 8.76 $ 2.8 Vested and expected to vest as of September 30, 2021 258,969 19.78 8.76 2.8 Exercisable at September 30, 2021 32,000 19.31 8.15 0.4 The fair value of each BellRing stock option was estimated on the date of grant using the Black-Scholes Model. BellRing uses the simplified method for estimating a stock option term as it does not have sufficient historical stock options exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The weighted-average assumptions and fair values for BellRing stock options granted during the years ended September 30, 2021 and 2020 are summarized in the table below. There were no BellRing stock options granted during the year ended September 30, 2019. September 30, 2021 2020 Expected term (in years) 6.5 6.5 Expected stock price volatility 38.5% 38.5% Risk-free interest rate 0.6% 1.6% Expected dividends —% —% Fair value (per option) $7.79 $7.92 BellRing Restricted Stock Units (“BellRing RSUs”) Information about BellRing RSUs is summarized in the following table. BellRing RSUs Weighted- Nonvested at September 30, 2020 385,232 $ 19.39 Granted 261,808 20.34 Vested (138,122) 19.61 Forfeited (41,255) 19.47 Nonvested at September 30, 2021 467,663 19.85 The grant date fair value of each BellRing RSU was determined based upon the closing price of the Class A Common Stock on the date of grant. The weighted-average grant date fair value of nonvested BellRing RSUs was $19.85 and $19.39 at September 30, 2021 and 2020, respectively. The total vest date fair value of BellRing RSUs that vested during fiscal 2021 was $3.0. No BellRing RSUs vested during fiscal 2020. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Event [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTIn August 2021, Post announced its plan to distribute a significant portion of its ownership interest in the Company to its shareholders and in October 2021, the Company and Post announced the signing of a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) between them, BellRing Distribution, LLC, a newly-formed wholly-owned subsidiary of Post (“New BellRing”), and BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing (“Merger Sub”) related to Post’s distribution plan. Pursuant to the Transaction Agreement, Post will contribute its one share of Class B Common Stock, all of its BellRing LLC units and cash to New BellRing in exchange for all of the then-outstanding equity of New BellRing and New BellRing indebtedness (the “Separation”). New BellRing will convert into a Delaware corporation, and Post will then distribute at least 80.1% of its shares of New BellRing common stock to Post shareholders in a pro-rata distribution, an exchange offer or a combination of both, depending on market conditions. Upon completion of the distribution of New BellRing common stock to Post shareholders (the “Distribution”), Merger Sub will merge with and into BellRing Inc. (the “Merger”), with BellRing Inc. as the surviving corporation and a wholly-owned subsidiary of New BellRing. Pursuant to the Merger, each outstanding share of Class A Common Stock will be converted into one share of New BellRing common stock plus a to-be-determined amount of cash per share. The exact cash consideration will be determined in accordance with the Transaction Agreement based upon several factors, including the amount of New BellRing indebtedness to be issued. Immediately following the Distribution and Merger, it is expected that Post will own no more than 14.2% of the New BellRing common stock and the Post shareholders will own at least 57.0% of the New BellRing common stock. Legacy Class A common stockholders will own approximately 28.8% of the New BellRing common stock, maintaining their current effective ownership interest in the Company. The Transaction Agreement also contemplates that Post and New BellRing will enter into certain customary ancillary agreements in connection with the consummation of the Merger. Completion of the transactions is anticipated to occur in the first calendar quarter of 2022, subject to certain customary closing conditions, although there can be no assurance that the transactions will occur within the expected timeframe or at all. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy | Principles of Consolidation — For the period prior to the IPO, the consolidated financial statements present the consolidated 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 as well as 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 6 for further information on services that Post continues to provide to the Company. |
Use of Estimates, Policy | Use of Estimates and Allocations — The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require certain elections as to accounting policy, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amount of net revenues and expenses during the reporting periods. Significant accounting policy elections, estimates and assumptions include, among others, valuation assumptions of intangible assets and income taxes. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy | Cash Equivalents — Cash equivalents include all highly liquid investments with original maturities of less than three months. At September 30, 2021 and 2020, the Company had $152.6 and $48.7, respectively, in available cash, of which 5.5% and 25.7%, respectively, was outside of the United States (the “U.S.”). The Company’s intention is to reinvest these funds indefinitely. |
Receivables, Policy | Receivables — Receivables are reported at net realizable value. This value includes appropriate allowances for credit losses, cash discounts and other amounts which the Company does not ultimately expect to collect. To calculate the allowance for credit losses, the Company estimates uncollectible amounts based on a review of past due balances, historical loss information and an evaluation of customer accounts for potential future losses. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when deemed to be uncollectible based upon the Company’s evaluation of the customer’s solvency. As of September 30, 2021 and 2020, the Company did not have off-balance sheet credit exposure related to its customers. |
Inventory, Policy | Inventories — Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or net realizable value. Reported amounts have been reduced by a write-down for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales. |
Restructuring, Policy | Restructuring Expenses — |
Property, Plant and Equipment, Policy | Property — Property is recorded at cost, and depreciation expense is generally provided on a straight-line basis over the estimated useful life of the property. Estimated useful lives range from 2 to 13 years for machinery and equipment; 1 to 33 years for buildings, building improvements and leasehold improvements; and 1 to 3 years for software. Total depreciation expense was $2.5, $2.9 and $3.1 in fiscal 2021, 2020 and 2019, respectively. Any gains and losses incurred on the sale or disposal of assets would be included in other operating income/expense in the statement of operations. Repair and maintenance costs incurred in connection with on-going and planned major maintenance activities are accounted for under the direct expensing method. |
Goodwill, Policy | Goodwill — Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the business is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. In fiscal 2021 and 2020, the Company performed a qualitative test and determined there were no indicators, including adverse trends in the business, that would indicate it was more likely than not that goodwill was impaired. In fiscal 2019, the |
Intangible Assets, Policy | Intangible Assets — Intangible assets consist primarily of definite-lived customer relationships, trademarks and brands. Amortization expense related to definite-lived intangible assets, which is provided on a straight-line basis (as it approximates the economic benefit) over the estimated useful lives of the assets, was $51.2, $22.2 and $22.2 in fiscal 2021, 2020 and 2019, respectively. For the definite-lived intangible assets recorded as of September 30, 2021, amortization expense of $19.5 is expected in each of the next five fiscal years. |
Recoverability of Assets, Policy | Recoverability of Assets — The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, goodwill and right-of-use (“ROU”) assets. In addition, definite-lived asset groups are reassessed as needed whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable or the estimated useful life is no longer appropriate. If circumstances require that a definite-lived asset group be tested for possible impairment, the Company will compare the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the definite-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. There were no indicators, including adverse trends in the business, that indicated it was more likely than not that the Company’s long-lived assets were impaired in fiscal 2021, 2020 or 2019. |
Derivatives, Policy | 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. The Company’s derivative programs may include strategies that do and do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, the derivative is designated as a hedge on the date in which the derivative contract is entered. Derivatives could be designated as a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). Derivatives may also be considered natural hedging instruments, where changes in their fair values act as economic offsets to changes in fair values of the underlying hedged items and are not designated for hedge accounting. The Company does not have any derivatives currently or previously designated as a net investment or fair value hedge. For cash flow hedges, gains and losses are recorded in other comprehensive income (“OCI”) and are reclassified to the Consolidated Statements of Operations in conjunction with the recognition of the underlying hedged item. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized immediately in the Consolidated Statements of Operations. Cash flows from derivatives that are accounted for as hedges and cash flows from derivatives that are not designated as hedges are classified in the same category on the Consolidated Statements of Cash Flows as the items being hedged or on bases consistent with the nature of the instruments. |
Leases, Policy | Leases — In conjunction with the adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” on October 1, 2019, the policy for lease accounting was updated. The policy for lease accounting is as follows: 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 Consolidated Balance Sheets. 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 Consolidated Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements. In conjunction with the adoption of ASUs 2016-02 and 2018-11, 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 Accounting Standards Codification (“ASC”) Topic 842, “Leases”: • 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, “Leases”. 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 were accounted for as a lease. |
Net Investment of Post | Net Investment of Post — Net Investment of Post on the Consolidated Statements of Stockholders’ (Deficit) Equity represents Post’s historical investment in its active nutrition business, its accumulated net income and the net effect of the transactions with and allocations from Post prior to the IPO. |
Revenues, Policy | Revenue — The Company recognizes revenue when performance obligations have been satisfied by transferring control of the goods to customers. Control is generally transferred upon delivery of the goods to the customer. At the time of delivery, the customer is invoiced using previously agreed-upon credit terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed fulfillment activities and are accounted for as fulfillment costs. The Company’s contracts with customers generally contain one performance obligation. Many of the Company’s contracts with customers include some form of variable or fixed consideration. The most common forms of variable and fixed consideration are trade promotions, rebates and discount programs. As of September 30, 2021 and 2020, these programs resulted in an allowance for trade promotions of $19.4 and $14.7, respectively, which were recorded as a reduction of “Receivables, net” on the Consolidated Balance Sheets. Variable consideration is treated as a reduction of revenue at the time product revenue is recognized. Methodologies for determining these provisions are dependent on specific customer pricing and promotional practices, which range from contractually fixed percentage price reductions to reimbursement based on actual occurrence or performance. The Company does not believe that there will be significant changes to its estimates of variable consideration when any uncertainties are resolved with customers. The Company reviews and updates estimates of variable consideration each period. Uncertainties related to the estimates of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. The majority of trade promotions are redeemed in the form of invoice credits against trade receivables. |
Cost of Goods Sold, Policy | Cost of Goods Sold — Cost of goods sold includes, among other things, inbound and outbound freight costs and depreciation expense related to assets used in production, while storage and other warehousing costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. |
Advertising Cost, Policy | Advertising — Advertising costs are expensed as incurred, except for costs of producing media advertising such as television commercials or magazine and online advertisements, which are deferred until the first time the advertising takes place and amortized over the period the advertising runs. |
Stock-based Compensation, Policy | Stock-based Compensation — Prior to the IPO, the Company’s employees had solely participated in Post’s stock-based compensation plans. Stock-based compensation expense under Post’s stock-based compensation plans had been allocated to the Company based on the awards and terms previously granted to its employees. All awards outstanding under Post’s stock-based compensation plans will continue to vest and the Company will record stock based-compensation expense related to those awards. Subsequent to the IPO, the Company’s employees also began to participate in the Company’s 2019 Long-Term Incentive Plan. The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards and the fair market value at each quarterly reporting date for liability awards. That cost is recognized over the period during which an employee is required to provide service in exchange for the award — the requisite service period (usually the vesting period). Any forfeitures of stock-based awards are recorded as they occur. See Note 17 for disclosures related to stock-based compensation. |
Income Tax, Policy | Income Tax Expense — Income tax expense is estimated based on income taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is not “more likely than not” that the future benefits will be realized. Reserves are recorded for estimated exposures associated with the Company’s tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest due to an underpayment of income taxes is classified as income taxes. |
Related Party Transactions (Pol
Related Party Transactions (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions, Policy | 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 year ended September 30, 2019, allocated costs were $12.6, which included $6.7 of costs related to the separation from Post. Costs related to the separation from Post were $0.2 and $1.9 for the years ended September 30, 2021 and 2020, respectively. Allocated costs and costs related to the separation from Post were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. After the completion of the IPO, Post continues to provide these services and other services to the Company under a master services agreement (the “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. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable Noncontrolling Interest, Policy | At both September 30, 2021 and 2020, Post held 97.5 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 and distributions or dividends or (ii) the redemption value. As of September 30, 2021 and 2020, the carrying amounts of the NCI were recorded at their redemption values of $2,997.3 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 Consolidated Balance Sheets. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | Basic earnings per share is based on the average number of shares of Class A Common Stock outstanding during the year. 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. |
Fair Value Measurements (Polici
Fair Value Measurements (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Policy | 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 at the end of each year (see Note 7). 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 Consolidated Balance Sheets. The fair value of any outstanding borrowings under the Revolving Credit Facility (as defined in Note 15) as of September 30, 2021 and 2020 approximated their carrying values. Based on market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 15) was $613.8 and $674.0 as of September 30, 2021 and 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 (Policies)
Long-Term Debt (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt, Policy | 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 (used to determine the interest rate for Eurodollar rate loans) as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing LLC repaid 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 amended the Credit Agreement to reduce the effective interest rate applicable to the Term B Facility, BellRing LLC would have paid 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 $1.6 in the year ended September 30, 2021 which were included in “Loss on refinancing of debt” in the Consolidated Statement of Operations. Prior to the Amendment, borrowings under the Term B Facility bore interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar rate (with a floor of 1.00%) 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. 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 years ended September 30, 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 year ended September 30, 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 $81.3 related to the estimated mandatory prepayment of fiscal 2021 excess cash flow in “Current portion of long-term debt” on the Consolidated Balance Sheet at September 30, 2021. The Company may prepay the Term B Facility at its option without penalty or premium, except as provided in the Amendment. The interest rate on the Term B Facility was 4.75% and 6.00% as of September 30, 2021 and 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 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 September 30, 2021. The interest rate on the drawn portion of the Revolving Credit Facility was 5.25% at September 30, 2020. During the years ended September 30, 2021 and 2020, BellRing LLC borrowed $20.0 and $195.0 under the Revolving Credit Facility, respectively, and repaid $50.0 and $165.0 under the Revolving Credit Facility, respectively. The available borrowing capacity under the Revolving Credit Facility was $200.0 and $170.0 at September 30, 2021 and 2020, respectively. There were no outstanding letters of credit at September 30, 2021 or 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 (as defined in the Credit Agreement) 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 September 30, 2021. The Credit Agreement provides for potential incremental revolving and term facilities at BellRing LLC’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits BellRing LLC to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Property, net | September 30, 2021 2020 Land and land improvements $ 0.8 $ 0.8 Buildings and leasehold improvements 5.5 5.4 Machinery and equipment 12.6 14.2 Software 2.1 1.9 Construction in progress 0.6 0.3 21.6 22.6 Accumulated depreciation (12.7) (12.4) Property, net $ 8.9 $ 10.2 |
Carrying amount of goodwill | Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 |
Schedule of finite-lived intangible assets | September 30, 2021 September 30, 2020 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 178.6 $ (75.3) $ 103.3 $ 209.4 $ (76.9) $ 132.5 Trademarks and brands 195.1 (75.3) 119.8 213.4 (71.6) 141.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 376.8 $ (153.7) $ 223.1 $ 425.9 $ (151.6) $ 274.3 |
Impact from ASC 606 adoption | Year Ended September 30, 2019 As Reported Under ASC Topic 606 As Reported Under Prior Guidance Impact of Adoption Net Sales $ 854.4 $ 863.2 $ (8.8) Cost of goods sold 542.6 542.6 — Gross Profit 311.8 320.6 (8.8) Selling, general and administrative expenses 127.1 135.9 (8.8) Amortization of intangible assets 22.2 22.2 — Operating Profit $ 162.5 $ 162.5 $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Revenues [Abstract] | |
Disaggregation of revenue by product type | Year Ended September 30, 2021 2020 2019 Shakes and other beverages $ 1,014.2 $ 810.1 $ 662.1 Powders 178.6 121.7 119.8 Nutrition bars 45.2 49.3 62.5 Other 9.1 7.2 10.0 Net Sales $ 1,247.1 $ 988.3 $ 854.4 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Restructuring [Abstract] | |
Restructuring charges and related liabilities | Balance, September 30, 2020 $ — Charge to expense 4.7 Cash payments (4.7) Non-cash charges — Balance, September 30, 2021 $ — Total expected restructuring charges $ 4.7 Cumulative restructuring charges incurred to date 4.7 Remaining expected restructuring charges $ — |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest | As Of and For The 2021 2020 Beginning of period $ 2,021.6 $ — Net earnings attributable to NCI after IPO 86.8 71.1 Net change in hedges, net of tax 1.6 (6.7) Foreign currency translation adjustments (0.2) 0.7 Impact of IPO — 1,364.6 Redemption value adjustment to NCI 887.5 591.9 End of period $ 2,997.3 $ 2,021.6 |
Parent ownership interest, effects of changes, net | As Of and For The 2021 2020 Net earnings available to Class A Common Stockholders $ 27.6 $ 23.5 Transfers to NCI: Impact of IPO — 1,364.6 Redemption value adjustment to NCI 887.5 591.9 Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ 915.1 $ 1,980.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Year Ended September 30, 2021 2020 2019 Current: Federal $ 9.2 $ 10.7 $ 33.6 State 1.7 2.0 5.0 Foreign (0.6) (0.2) 0.3 10.3 12.5 38.9 Deferred: Federal (1.3) (2.0) 0.2 State (0.2) (1.3) 0.3 Foreign — — — (1.5) (3.3) 0.5 Income tax expense $ 8.8 $ 9.2 $ 39.4 |
Schedule of effective income tax rate reconciliation | Year Ended September 30, 2021 2020 2019 Computed tax (21%) $ 25.9 $ 23.0 $ 34.1 Income tax expense attributable to NCI (19.5) (16.2) — State income taxes, net of effect on federal tax 4.0 3.0 4.9 Tax-deductible transaction costs — (1.2) — Uncertain tax position — 1.5 — Other, net (none in excess of 5% of computed tax) (1.6) (0.9) 0.4 Income tax expense $ 8.8 $ 9.2 $ 39.4 |
Schedule of deferred tax assets and liabilities | September 30, 2021 September 30, 2020 Assets Liabilities Net Assets Liabilities Net Stock-based compensation awards 0.1 — 0.1 — — — Accrued liabilities 2.5 — 2.5 2.6 — 2.6 Intangible assets 1.0 — 1.0 1.0 — 1.0 Investment in partnership (a) — (11.2) (11.2) — (12.6) (12.6) Deferred income taxes $ 3.6 $ (11.2) $ (7.6) $ 3.6 $ (12.6) $ (9.0) |
Summary of income tax contingencies | Year Ended September 30, 2021 2020 2019 Balance, beginning of year $ 1.5 $ — $ 0.5 Additions for tax positions taken in current year and acquisitions — 1.5 — Reductions for tax positions taken in prior years — — (0.5) Balance, end of year $ 1.5 $ 1.5 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Year Ended September 30, 2021 2020 Net earnings available to Class A Common Stockholders for basic earnings per share $ 27.6 $ 23.5 Dilutive impact of net earnings attributable to NCI 0.2 0.1 Net earnings available to Class A Common Stockholders for diluted earnings per share $ 27.8 $ 23.6 Weighted-average shares for basic earnings per share 39.5 39.4 Total dilutive restricted stock units 0.2 0.1 Weighted-average shares for diluted earnings per share 39.7 39.5 Basic earnings per share of Class A Common Stock $ 0.70 $ 0.60 Diluted earnings per share of Class A Common Stock $ 0.70 $ 0.60 |
Supplemental Operations and C_2
Supplemental Operations and Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Operations Statement and Cash Flow Information | Year Ended September 30, 2021 2020 2019 Advertising and promotion expenses $ 39.1 $ 33.0 $ 19.9 Repair and maintenance expenses 0.4 0.6 0.4 Research and development expenses 11.2 9.4 7.6 Interest paid (a) 35.7 48.8 — Income taxes paid (b) 12.0 10.1 0.3 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | September 30, 2021 2020 Receivables, net Trade $ 97.0 $ 78.3 Other 7.1 6.3 104.1 84.6 Allowance for doubtful accounts (0.2) (1.5) $ 103.9 $ 83.1 Inventories Raw materials and supplies $ 34.0 $ 33.7 Work in process 0.1 0.1 Finished products 83.8 116.7 $ 117.9 $ 150.5 Accounts Payable Trade $ 89.0 $ 54.7 Other 2.9 2.0 $ 91.9 $ 56.7 Other Current Liabilities Accrued legal settlements $ 8.5 $ 8.5 Accrued compensation 14.4 8.5 Hedging liabilities 4.7 4.6 Advertising and promotion 3.8 1.7 Other 11.7 9.3 $ 43.1 $ 32.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of ROU assets and lease liabilities | September 30, 2021 2020 ROU assets: Other assets $ 9.7 $ 11.9 Lease liabilities: Other current liabilities $ 2.3 $ 2.2 Other liabilities 8.6 11.0 Total liabilities $ 10.9 $ 13.2 |
Lessee, operating lease, liability, maturity | Fiscal 2022 $ 2.8 Fiscal 2023 2.6 Fiscal 2024 2.0 Fiscal 2025 2.0 Fiscal 2026 2.1 Thereafter 0.7 Total future minimum payments 12.2 Less: Implied interest (1.3) Total lease liabilities $ 10.9 |
Lease, costs and supplemental disclosures | September 30, 2021 2020 Operating lease expense 3.7 4.0 Variable lease expense 0.7 0.6 Short-term lease expense — — Weighted average remaining lease term 5 years 6 years Weighted average incremental borrowing rate 4.3 % 4.2 % |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments in consolidated balance sheets | September 30, 2021 2020 Other current liabilities $ 4.7 $ 4.6 Other liabilities 1.1 5.8 Total liabilities $ 5.8 $ 10.4 |
Derivative instruments, loss (gain) | Year Ended September 30, 2021 2020 Mark-to-market adjustments $ 0.2 $ 1.6 Net loss amortized from accumulated OCI 2.3 1.2 Total net hedging loss $ 2.5 $ 2.8 Cash settlements paid $ (4.8) $ (1.8) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | September 30, 2021 September 30, 2020 Total Level 1 Level 2 Total Level 1 Level 2 Derivative liabilities $ 5.8 $ — $ 5.8 $ 10.4 $ — $ 10.4 NCI $ 2,997.3 $ 2,997.3 $ — $ 2,021.6 $ 2,021.6 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | September 30, 2021 2020 Term B Facility $ 609.9 $ 673.7 Revolving Credit Facility — 30.0 609.9 703.7 Less: Current portion of long-term debt 116.3 63.8 Debt issuance costs, net 4.7 6.6 Unamortized discount 7.7 10.7 Long-term debt $ 481.2 $ 622.6 |
Schedule of Maturities of Long-term Debt | Fiscal 2022 $ 116.3 Fiscal 2023 35.0 Fiscal 2024 35.0 Fiscal 2025 423.6 Fiscal 2026 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
PHI Stock Options | |
Share-based Payment Award [Line Items] | |
Stock options, activity | in millions, except options or where otherwise indicated Post Stock Options Weighted- Weighted- Aggregate Outstanding at September 30, 2020 38,314 $ 81.42 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2021 38,314 81.42 6.21 $ 1.1 Vested and expected to vest as of September 30, 2021 38,314 81.42 6.21 1.1 Exercisable at September 30, 2021 34,201 80.14 6.10 1.0 |
Stock options, valuation assumptions | Expected term (in years) 6.5 Expected stock price volatility 29.7% Risk-free interest rate 3.1% Expected dividends —% Fair value (per option) $33.82 |
PHI Stock-Settled Restricted Stock Unit | |
Share-based Payment Award [Line Items] | |
Restricted stock units, activity | Post RSUs Weighted- Nonvested at September 30, 2020 59,760 $ 99.83 Granted — — Vested (34,151) 96.32 Forfeited (4,493) 105.70 Nonvested at September 30, 2021 21,116 104.26 |
PHI Cash-Settled Restricted Stock Unit | |
Share-based Payment Award [Line Items] | |
Restricted stock units, activity | Post Cash RSUs Weighted- Average Grant Date Fair Value Per Share Nonvested at September 30, 2020 4,000 $ 51.43 Granted — — Vested (1,000) 51.43 Forfeited — — Nonvested at September 30, 2021 3,000 51.43 |
BRBR Stock Options | |
Share-based Payment Award [Line Items] | |
Stock options, activity | in millions, except options or where otherwise indicated BellRing Stock Options Weighted- Weighted- Aggregate Outstanding at September 30, 2020 96,000 $ 19.31 Granted 162,969 20.05 Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2021 258,969 19.78 8.76 $ 2.8 Vested and expected to vest as of September 30, 2021 258,969 19.78 8.76 2.8 Exercisable at September 30, 2021 32,000 19.31 8.15 0.4 |
Stock options, valuation assumptions | September 30, 2021 2020 Expected term (in years) 6.5 6.5 Expected stock price volatility 38.5% 38.5% Risk-free interest rate 0.6% 1.6% Expected dividends —% —% Fair value (per option) $7.79 $7.92 |
BRBR Stock-Settled Restricted Stock Units | |
Share-based Payment Award [Line Items] | |
Restricted stock units, activity | BellRing RSUs Weighted- Nonvested at September 30, 2020 385,232 $ 19.39 Granted 261,808 20.34 Vested (138,122) 19.61 Forfeited (41,255) 19.47 Nonvested at September 30, 2021 467,663 19.85 |
Background (Details)
Background (Details) - $ / shares | Oct. 21, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
Common Class A | |||
Common stock, par value per share | $ 0.01 | $ 0.01 | |
Issuance of common stock, shares | 39,400,000 | ||
Voting power of common stock | 33.00% | ||
Common stock, shares outstanding | 39,510,430 | 39,428,571 | |
Common Class B | |||
Common stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 |
Voting power of common stock | 67.00% | ||
Common stock, shares outstanding | 1 | 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. | |||
Common unit, issued | 97,500,000 | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | |
Common units, outstanding | 97,500,000 | 97,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Accounting Policies [Abstract] | ||||
Foreign cash, percentage | 5.50% | 25.70% | ||
Cash and cash equivalents | $ 152.6 | $ 48.7 | $ 5.5 | $ 10.9 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 2.5 | $ 2.9 | $ 3.1 |
Property, Plant and Equipment, Net | |||
Property, at cost | 21.6 | 22.6 | |
Accumulated depreciation | (12.7) | (12.4) | |
Property, net | 8.9 | 10.2 | |
Europe | |||
Property, Plant and Equipment [Line Items] | |||
Long-lived assets | 6.6 | 6.6 | |
Land and land improvements | |||
Property, Plant and Equipment, Net | |||
Property, at cost | 0.8 | 0.8 | |
Building and building improvements | |||
Property, Plant and Equipment, Net | |||
Property, at cost | $ 5.5 | 5.4 | |
Building and building improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 1 year | ||
Building and building improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 33 years | ||
Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Property, at cost | $ 12.6 | 14.2 | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 13 years | ||
Computer software, intangible asset | |||
Property, Plant and Equipment, Net | |||
Property, at cost | $ 2.1 | 1.9 | |
Computer software, intangible asset | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 1 year | ||
Computer software, intangible asset | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Construction in progress | |||
Property, Plant and Equipment, Net | |||
Property, at cost | $ 0.6 | $ 0.3 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Goodwill, gross | $ 180.7 | $ 180.7 |
Accumulated impairment losses | (114.8) | (114.8) |
Goodwill | $ 65.9 | $ 65.9 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-Lived and Indefinite-Lived, Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 51.2 | $ 22.2 | $ 22.2 |
Amortization of intangible assets, next twelve months | 19.5 | ||
Amortization of intangible assets, year two | 19.5 | ||
Amortization of intangible assets, year three | 19.5 | ||
Amortization of intangible assets, year four | 19.5 | ||
Amortization of intangible assets, year five | 19.5 | ||
Accelerated amortization | 29.9 | ||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 376.8 | 425.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (153.7) | (151.6) | |
Finite-lived intangible assets, net | 223.1 | 274.3 | |
Customer relationships | |||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 178.6 | 209.4 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (75.3) | (76.9) | |
Finite-lived intangible assets, net | 103.3 | 132.5 | |
Trademarks | |||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 195.1 | 213.4 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (75.3) | (71.6) | |
Finite-lived intangible assets, net | 119.8 | 141.8 | |
Other intangible assets | |||
Intangible Assets, Net | |||
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 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Leases (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | $ 9.7 | $ 11.9 | |
Operating lease liability | $ 10.9 | $ 13.2 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | $ 14.8 | ||
Operating lease liability | $ 16 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | $ 1,247.1 | $ 988.3 | $ 854.4 |
Cost of goods sold | 860.9 | 650.3 | 542.6 |
Gross profit | 386.2 | 338 | 311.8 |
Selling, general and administrative expenses | 167.1 | 151.8 | 127.1 |
Amortization of intangible assets | 51.2 | 22.2 | 22.2 |
Operating profit | 168 | 164 | 162.5 |
Trade promotion allowance, current | $ 19.4 | $ 14.7 | |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | 863.2 | ||
Cost of goods sold | 542.6 | ||
Gross profit | 320.6 | ||
Selling, general and administrative expenses | 135.9 | ||
Amortization of intangible assets | 22.2 | ||
Operating profit | 162.5 | ||
Difference between revenue guidance in effect before and after Topic 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | 8.8 | ||
Cost of goods sold | 0 | ||
Gross profit | 8.8 | ||
Selling, general and administrative expenses | 8.8 | ||
Amortization of intangible assets | 0 | ||
Operating profit | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - COGS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Selling, general and administrative expenses | |||
Cost of Goods Sold | |||
Storage and other warehousing costs | $ 17 | $ 17.4 | $ 13.7 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Taxes (Details) | Sep. 30, 2021 | Sep. 30, 2020 |
BellRing Brands, Inc. | BellRing Brands, LLC unit | ||
Taxes [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | |||
Net sales | $ 1,247.1 | $ 988.3 | $ 854.4 |
Revenue Benchmark | Geographic Concentration Risk | Non-US | |||
Disaggregation of Revenue | |||
Percentage of net sales | 11.70% | 11.10% | 13.60% |
Revenue Benchmark | Geographic Concentration Risk | Europe as a percentage of Non-US | |||
Disaggregation of Revenue | |||
Percentage of net sales | 34.10% | 41.50% | 38.80% |
Revenue Benchmark | Customer Concentration Risk | Largest customer | |||
Disaggregation of Revenue | |||
Percentage of net sales | 33.80% | 35.70% | 32.00% |
Revenue Benchmark | Customer Concentration Risk | Second largest customer | |||
Disaggregation of Revenue | |||
Percentage of net sales | 31.50% | 31.60% | 37.90% |
Shakes and other beverages | |||
Disaggregation of Revenue | |||
Net sales | $ 1,014.2 | $ 810.1 | $ 662.1 |
Powders | |||
Disaggregation of Revenue | |||
Net sales | 178.6 | 121.7 | 119.8 |
Nutrition Bars | |||
Disaggregation of Revenue | |||
Net sales | 45.2 | 49.3 | 62.5 |
Other Products | |||
Disaggregation of Revenue | |||
Net sales | $ 9.1 | $ 7.2 | $ 10 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Restructuring Reserve | |
Balance, Beginning of Period | $ 0 |
Charge to expense | 4.7 |
Cash payments | (4.7) |
Non-cash charges | 0 |
Balance, End of Period | 0 |
Total expected restructuring charge | 4.7 |
Cumulative restructuring charges incurred to date | 4.7 |
Remaining expected restructuring charge | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Cash distribution directly to related party | $ 20.4 | $ 21.4 | |
Cash distribution on behalf of related party to third party | 4.2 | 3.4 | |
Accounts payable | |||
Related Party Transaction [Line Items] | |||
Accounts payable, trade, related parties | 2.2 | 1.3 | |
Tax receivable agreement, related parties | 0.3 | ||
Other liabilities | |||
Related Party Transaction [Line Items] | |||
Tax receivable agreement, related parties | 10.2 | 10.9 | |
Allocated expense | Selling, general and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 12.6 | ||
Separation costs | Selling, general and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0.2 | 1.9 | 6.7 |
Master services agreement fees | Selling, general and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 2.2 | 2.2 | |
Share-based payment arrangement | Selling, general and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 2.6 | 3.9 | |
Purchases and royalties paid | Cost of Goods Sold | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 1 | $ 0.6 | $ 0 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest, beginning of period | $ 2,021.6 | ||
Redeemable noncontrolling interest, end of period | 2,997.3 | $ 2,021.6 | |
Net earnings available to Class A common stockholders | 27.6 | 23.5 | $ 0 |
BellRing Brands, Inc. | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Impact of initial public offering | 0 | 1,364.6 | |
Redemption value adjustment to noncontrolling interest | 887.5 | 591.9 | |
Net earnings available to Class A common stockholders | 27.6 | 23.5 | |
Change from net earnings available to class A common stockholders and effects of changes, net | $ 915.1 | $ 1,980 | |
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% | |
BellRing Brands, LLC unit | BellRing Brands, Inc. | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | |
Noncontrolling interest | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest, beginning of period | $ 2,021.6 | $ 0 | |
Net earnings attributable to redeemable noncontrolling interest subsequent to IPO | 86.8 | 71.1 | |
Net change in hedges, net of tax | 1.6 | (6.7) | |
Foreign currency translation adjustments | (0.2) | 0.7 | |
Impact of initial public offering | 0 | 1,364.6 | |
Redemption value adjustment to noncontrolling interest | 887.5 | 591.9 | |
Redeemable noncontrolling interest, end of period | $ 2,997.3 | $ 2,021.6 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure | |||
Effective income tax rate | 7.10% | 8.40% | 24.20% |
Undistributed earnings of foreign subsidiaries | $ 1 | $ 2.3 | |
Income (loss) from continuing operations before income taxes, foreign | $ (1.9) | $ (0.8) | $ 1 |
BellRing Brands, LLC unit | BellRing Brands, Inc. | |||
Income Tax Disclosure | |||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% |
Income Taxes - Expense (Details
Income Taxes - Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current federal tax expense (benefit) | $ 9.2 | $ 10.7 | $ 33.6 |
Current state and local tax expense (benefit) | 1.7 | 2 | 5 |
Current foreign tax expense (benefit) | (0.6) | (0.2) | 0.3 |
Current income tax expense (benefit), total | 10.3 | 12.5 | 38.9 |
Deferred federal income tax expense (benefit) | (1.3) | (2) | 0.2 |
Deferred state and local income tax expense (benefit) | (0.2) | (1.3) | 0.3 |
Deferred foreign income tax expense (benefit) | 0 | 0 | 0 |
Deferred income taxes, total | (1.5) | (3.3) | 0.5 |
Income tax expense, total | $ 8.8 | $ 9.2 | $ 39.4 |
Income Taxes - Rate (Details)
Income Taxes - Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation at federal statutory income tax rate, amount | $ 25.9 | $ 23 | $ 34.1 |
Effective income tax rate reconciliation, noncontrolling interest income (loss), amount | (19.5) | (16.2) | 0 |
Effective income tax rate reconciliation, state and local income taxes, amount | 4 | 3 | 4.9 |
Effective income tax rate reconciliation, deduction, amount | 0 | (1.2) | 0 |
Effective income tax rate reconciliation, uncertain tax positions | 0 | 1.5 | 0 |
Effective income tax rate reconciliation, other reconciling items, amount | (1.6) | (0.9) | 0.4 |
Income tax expense, total | $ 8.8 | $ 9.2 | $ 39.4 |
Income Taxes - Deferreds (Detai
Income Taxes - Deferreds (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure | ||
Deferred tax liabilities, investment in noncontrolled affiliates | $ 11.2 | $ 12.6 |
Deferred tax asset, investment in BellRing LLC | 5.4 | 3 |
Deferred tax liability, investment in BellRing LLC's subsidiaries | 16.6 | 15.6 |
Assets | Noncurrent | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | 0.1 | 0 |
Deferred tax assets, accrued liabilities | 2.5 | 2.6 |
Deferred tax assets (liabilities), intangible assets | 1 | 1 |
Deferred tax liabilities, investment in noncontrolled affiliates | 0 | 0 |
Deferred tax assets, net | 3.6 | 3.6 |
Liability | Noncurrent | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | 0 | 0 |
Deferred tax assets, accrued liabilities | 0 | 0 |
Deferred tax assets (liabilities), intangible assets | 0 | 0 |
Deferred tax liabilities, investment in noncontrolled affiliates | (11.2) | (12.6) |
Deferred tax liabilities, net | (11.2) | (12.6) |
Net Asset (Liability) | Noncurrent | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | 0.1 | 0 |
Deferred tax assets, accrued liabilities | 2.5 | 2.6 |
Deferred tax assets (liabilities), intangible assets | 1 | 1 |
Deferred tax liabilities, investment in noncontrolled affiliates | (11.2) | 12.6 |
Deferred tax liabilities, net | $ (7.6) | $ (9) |
Income Taxes - Unrecognized Ben
Income Taxes - Unrecognized Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 1.5 | $ 0 | $ 0.5 |
Unrecognized tax benefits, increase resulting from current period tax positions | 0 | 1.5 | 0 |
Unrecognized tax benefits, decrease resulting from prior period tax positions | 0 | 0 | (0.5) |
Unrecognized tax benefits, ending balance | $ 1.5 | $ 1.5 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |||
Net earnings available to Class A common stockholders, basic | $ 27.6 | $ 23.5 | $ 0 |
Dilutive securities, effect on basic earnings per share | 0.2 | 0.1 | |
Net earnings available to Class A common stockholders, diluted | $ 27.8 | $ 23.6 | |
Weighted-Average Class A common shares outstanding, basic (in shares) | 39.5 | 39.4 | 0 |
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0.2 | 0.1 | |
Weighted-Average Class A common shares outstanding, diluted (in shares) | 39.7 | 39.5 | 0 |
Earnings per Class A common share, basic (in usd per share) | $ 0.70 | $ 0.60 | $ 0 |
Earnings per Class A common share, diluted (in usd per share) | $ 0.70 | $ 0.60 | $ 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 0.2 | 0.1 |
Supplemental Operations and C_3
Supplemental Operations and Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Operations Statement and Cash Flow Information [Line Items] | |||
Advertising and promotion expense | $ 39.1 | $ 33 | $ 19.9 |
Repair and maintenance expense | 0.4 | 0.6 | 0.4 |
Research and development expense | 11.2 | 9.4 | 7.6 |
Interest paid | 35.7 | 48.8 | 0 |
Income taxes paid | $ 12 | $ 10.1 | $ 0.3 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Receivables, net | ||
Accounts receivable, trade | $ 97 | $ 78.3 |
Accounts receivable, other | 7.1 | 6.3 |
Total receivables, gross | 104.1 | 84.6 |
Allowance for doubtful accounts | (0.2) | (1.5) |
Receivables, net | 103.9 | 83.1 |
Inventories | ||
Inventory, raw materials, net | 34 | 33.7 |
Inventory, work in process | 0.1 | 0.1 |
Inventory, finished goods, net | 83.8 | 116.7 |
Inventories | 117.9 | 150.5 |
Accounts Payable | ||
Accounts payable, trade | 89 | 54.7 |
Accounts payable, other | 2.9 | 2 |
Accounts payable | 91.9 | 56.7 |
Other Current Liabilities | ||
Estimated litigation liability, current | 8.5 | 8.5 |
Accrued salaries, current | 14.4 | 8.5 |
Derivative liability, current | 4.7 | 4.6 |
Accrued advertising and promotion expense | 3.8 | 1.7 |
Other accrued liabilities, current | 11.7 | 9.3 |
Other current liabilities | $ 43.1 | $ 32.6 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use asset | $ 9.7 | $ 11.9 | |
Operating lease liability, current | 2.3 | 2.2 | |
Operating lease, liability, noncurrent | 8.6 | 11 | |
Operating lease payments, due year one | 2.8 | ||
Operating lease payments, due year two | 2.6 | ||
Operating lease payments, due year three | 2 | ||
Operating lease payments, due year four | 2 | ||
Operating lease payments, due year five | 2.1 | ||
Operating lease payments, due after year five | 0.7 | ||
Operating lease payments, total due | 12.2 | ||
Operating lease liability, undiscounted excess amount | (1.3) | ||
Operating lease liability | 10.9 | 13.2 | |
Operating lease expense | 3.7 | 4 | $ 3.3 |
Variable lease cost | 0.7 | 0.6 | |
Short-term lease cost | $ 0 | $ 0 | |
Operating lease, weighted average remaining lease term | 5 years | 6 years | |
Operating lease, weighted average discount rate, percent | 4.30% | 4.20% | |
Operating lease payments | $ 3 | $ 3.6 | |
Operating lease, right-of-use asset, Balance Sheet location | Other assets | Other assets | |
Operating lease liability, current, Balance Sheet location | Other current liabilities | Other current liabilities | |
Operating lease liability, non-current, Balance Sheet location | Other liabilities | Other liabilities | |
Operating lease liability, Balance Sheet location | Other Liabilities | Other Liabilities | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 6 years |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Derivatives, Fair Value | ||
Derivative, notional amount | $ 350 | $ 350 |
AOCI, cumulative net hedging (loss) gain, before tax | (7.1) | (9.4) |
AOCI, cumulative net hedging (loss) gain, after tax | (6.7) | (8.8) |
Unrealized derivative net loss (gain) to be reclassified during next 12 months, net | 2.3 | |
Derivative liability, current | 4.7 | 4.6 |
Derivative liability, noncurrent | 1.1 | 5.8 |
Derivative liability | 5.8 | 10.4 |
Derivative loss (gain), net | 2.5 | 2.8 |
Derivative cash settlements paid, net | (4.8) | (1.8) |
Fair Value Adjustment | ||
Derivatives, Fair Value | ||
Derivative loss (gain), net | 0.2 | 1.6 |
Reclassification from AOCI | ||
Derivatives, Fair Value | ||
Derivative loss (gain), net | $ 2.3 | $ 1.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | $ 5.8 | $ 10.4 |
Redeemable noncontrolling interest, fair value | 2,997.3 | 2,021.6 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | 0 | 0 |
Redeemable noncontrolling interest, fair value | 2,997.3 | 2,021.6 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | 5.8 | 10.4 |
Redeemable noncontrolling interest, fair value | 0 | 0 |
Debt, fair value | $ 613.8 | $ 674 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Oct. 21, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | $ 609,900 | $ 703,700 | ||
Current portion of long-term debt | (116,300) | (63,800) | ||
Unamortized debt issuance expense | (4,700) | (6,600) | ||
Unamortized debt discount | $ (14,000) | (7,700) | (10,700) | |
Long-term debt | 481,200 | 622,600 | ||
Payments of debt issuance costs and deferred financing fees | (9,600) | 0 | (9,600) | $ 0 |
Proceeds from debt, net of discount and issuance costs | 776,400 | |||
Loss on refinancing of debt | 1,600 | 0 | $ 0 | |
Long-Term Debt, Maturity, Year One | 116,300 | |||
Long-Term Debt, Maturity, Year Two | 35,000 | |||
Long-Term Debt, Maturity, Year Three | 35,000 | |||
Long-Term Debt, Maturity, Year Four | 423,600 | |||
Long-Term Debt, Maturity, Year Five | 0 | |||
Estimated future interest payments on debt | 72,900 | |||
Estimated future interest payments on debt, next 12 months | 26,200 | |||
Bridge Loan | ||||
Debt Instrument | ||||
Proceeds from issuance of long-term debt | 1,225,000 | |||
Repayments of Debt | (1,225,000) | |||
Interest costs incurred | 2,200 | |||
Term Loan | ||||
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | 609,900 | 673,700 | ||
Proceeds from issuance of long-term debt | $ 700,000 | |||
Discount percentage on debt instrument | 98.00% | |||
Periodic payment of long-term debt principal | 8,750 | |||
Excess cash flow prepayment | 81,300 | 28,800 | ||
Letter of Credit | ||||
Debt Instrument | ||||
Maximum borrowing capacity on line of credit | 20,000 | |||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | 0 | 30,000 | ||
Maximum borrowing capacity on line of credit | 200,000 | |||
Proceeds from issuance of long-term debt | $ 100,000 | |||
Proceeds from borrowing under line of credit | 20,000 | 195,000 | ||
Repayments of lines of credit | $ (20,000) | (50,000) | (165,000) | |
Remaining borrowing capacity on line of credit | 200,000 | $ 170,000 | ||
Letters of credit outstanding, amount | 0 | |||
Debt covenant, maximum undischarged judgments | $ 65,000 |
Long-Term Debt - Rates and Rati
Long-Term Debt - Rates and Ratios (Details) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Feb. 26, 2021 | |
Debt Instrument | |||
Debt covenant, leverage ratio | 6 | ||
Reduction in interest rate margin, basis points | 100 | ||
Premium on early repayment of debt | 1.00% | ||
Term Loan | |||
Debt Instrument | |||
Interest rate, stated percentage | 4.75% | 6.00% | |
Term Loan | One-Month Eurodollar | |||
Debt Instrument | |||
Basis spread on variable interest rate | 1.00% | 1.00% | |
Term Loan | One-Month Eurodollar | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 0.75% | 1.00% | |
Term Loan | Federal Funds | |||
Debt Instrument | |||
Basis spread on variable interest rate | 0.50% | 0.50% | |
Term Loan | Base Rate | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.00% | 4.00% | |
Term Loan | Eurodollar | |||
Debt Instrument | |||
Basis spread on variable interest rate | 4.00% | 5.00% | |
Revolving Credit Facility | |||
Debt Instrument | |||
Unused capacity on line of credit commitment fee percentage | 0.50% | ||
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 | Sep. 30, 2021 | Sep. 30, 2020 |
Loss Contingencies | ||
Estimated litigation liability, current | $ 8.5 | $ 8.5 |
Other current liabilities | ||
Loss Contingencies | ||
Estimated litigation liability, current | $ 8.5 | $ 8.5 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Post Long-Term Incentive Plans | |||
Share-based Payment Award [Line Items] | |||
Maximum award vesting period | 10 years | ||
Share-based payment arrangement, expense | $ 2.6 | $ 3.9 | $ 3.5 |
Share-based payment arrangement, expense, tax benefit | 0.2 | 0.3 | $ 0.8 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 1 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 8 months 12 days | ||
BellRing 2019 Long-Term Incentive Plan | |||
Share-based Payment Award [Line Items] | |||
Maximum award vesting period | 10 years | ||
Share-based payment arrangement, expense | $ 4.6 | 2.5 | |
Share-based payment arrangement, expense, tax benefit | 0.3 | $ 0.2 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 6.9 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 7 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1.9 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
PHI Stock Options | |||
Share-based Payment Award [Line Items] | |||
Stock options outstanding, beginning balance | 38,314 | ||
Stock options granted in period | 0 | ||
Stock options exercised in period | 0 | ||
Stock options forfeited in period | 0 | ||
Stock options expired in period | 0 | ||
Stock options outstanding, ending balance | 38,314 | 38,314 | |
Stock options vested and expected to vest | 38,314 | ||
Stock options exercisable | 34,201 | ||
Stock options outstanding, weighted average exercise price | $ 81.42 | $ 81.42 | |
Stock options granted in period, weighted average exercise price | 0 | ||
Stock options exercised in period, weighted average exercise price | 0 | ||
Stock options forfeited in period, weighted average exercise price | 0 | ||
Stock options expired in period, weighted average exercise price | 0 | ||
Stock options vested and expected to vest, weighted average exercise price | 81.42 | ||
Stock options exercisable in period, weighted average exercise price | $ 80.14 | ||
Stock options outstanding, weighted average remaining contractual term | 6 years 2 months 15 days | ||
Stock options vested and expected to vest, weighted average remaining contractual term | 6 years 2 months 15 days | ||
Stock options exercisable, weighted average remaining contractual term | 6 years 1 month 6 days | ||
Stock options outstanding, intrinsic value | $ 1.1 | ||
Stock options vested and expected to vest, intrinsic value | 1.1 | ||
Stock options exercisable, intrinsic value | $ 1 | ||
Stock options, expected term | 6 years 6 months | ||
Stock options, expected volatility rate | 29.70% | ||
Stock options, risk free interest rate | 3.10% | ||
Stock options, expected dividend rate | 0.00% | ||
Stock options, weighted average grant date fair value | $ 33.82 | ||
BRBR Stock Options | |||
Share-based Payment Award [Line Items] | |||
Stock options outstanding, beginning balance | 96,000 | ||
Stock options granted in period | 162,969 | ||
Stock options exercised in period | 0 | ||
Stock options forfeited in period | 0 | ||
Stock options expired in period | 0 | ||
Stock options outstanding, ending balance | 258,969 | 96,000 | |
Stock options vested and expected to vest | 258,969 | ||
Stock options exercisable | 32,000 | ||
Stock options outstanding, weighted average exercise price | $ 19.78 | $ 19.31 | |
Stock options granted in period, weighted average exercise price | 20.05 | ||
Stock options exercised in period, weighted average exercise price | 0 | ||
Stock options forfeited in period, weighted average exercise price | 0 | ||
Stock options expired in period, weighted average exercise price | 0 | ||
Stock options vested and expected to vest, weighted average exercise price | 19.78 | ||
Stock options exercisable in period, weighted average exercise price | $ 19.31 | ||
Stock options outstanding, weighted average remaining contractual term | 8 years 9 months 3 days | ||
Stock options vested and expected to vest, weighted average remaining contractual term | 8 years 9 months 3 days | ||
Stock options exercisable, weighted average remaining contractual term | 8 years 1 month 24 days | ||
Stock options outstanding, intrinsic value | $ 2.8 | ||
Stock options vested and expected to vest, intrinsic value | 2.8 | ||
Stock options exercisable, intrinsic value | $ 0.4 | ||
Stock options, expected term | 6 years 6 months | 6 years 6 months | |
Stock options, expected volatility rate | 38.50% | 38.50% | |
Stock options, risk free interest rate | 0.60% | 1.60% | |
Stock options, expected dividend rate | 0.00% | 0.00% | |
Stock options, weighted average grant date fair value | $ 7.79 | $ 7.92 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Settled RSUs (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
PHI Stock-Settled Restricted Stock Unit | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 59,760 | ||
RSUs granted in period | 0 | ||
RSUs vested in period | (34,151) | ||
RSUs forfeited in period | (4,493) | ||
RSUs nonvested, ending balance | 21,116 | 59,760 | |
RSUs nonvested, weighted average grant date fair value | $ 104.26 | $ 99.83 | $ 96.64 |
RSUs granted in period, weighted average grant date fair value | 0 | ||
RSUs vested in period, weighted average grant date fair value | 96.32 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 105.70 | ||
RSUs vested in period, fair value | $ 3 | $ 4.5 | $ 2.1 |
BRBR Stock-Settled Restricted Stock Units | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 385,232 | ||
RSUs granted in period | 261,808 | ||
RSUs vested in period | (138,122) | ||
RSUs forfeited in period | (41,255) | ||
RSUs nonvested, ending balance | 467,663 | 385,232 | |
RSUs nonvested, weighted average grant date fair value | $ 19.85 | $ 19.39 | |
RSUs granted in period, weighted average grant date fair value | 20.34 | ||
RSUs vested in period, weighted average grant date fair value | 19.61 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 19.47 | ||
RSUs vested in period, fair value | $ 3 |
Stock-Based Compensation - Cash
Stock-Based Compensation - Cash-Settled RSUs (Details) - PHI Cash-Settled Restricted Stock Unit - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 4,000 | ||
RSUs granted in period | 0 | ||
RSUs vested in period | (1,000) | ||
RSUs forfeited in period | 0 | ||
RSUs nonvested, ending balance | 3,000 | 4,000 | |
RSUs nonvested, weighted average grant date fair value | $ 51.43 | $ 51.43 | |
RSUs granted in period, weighted average grant date fair value | 0 | ||
RSUs vested in period, weighted average grant date fair value | 51.43 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 0 | ||
RSU liabilities paid | $ 0.1 | $ 0.1 | $ 0.1 |
Subsequent Event (Details)
Subsequent Event (Details) - shares | Oct. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
BellRing Brands, Inc. | BellRing Brands, LLC unit | |||
Subsequent Event [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 28.80% | 28.80% | |
Common Class B | |||
Subsequent Event [Line Items] | |||
Common stock, shares outstanding | 1 | 1 | |
Subsequent Event [Member] | Common Class B | |||
Subsequent Event [Line Items] | |||
Common stock, shares outstanding | 1 | ||
Subsequent Event [Member] | New BellRing Common Stock | |||
Subsequent Event [Line Items] | |||
Common stock, shares outstanding | 1 | ||
Subsequent Event [Member] | New BellRing Common Stock | Existing BellRing Brands, Inc. Stockholders | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Percentage of Ownership after Transaction | 28.80% | ||
Subsequent Event [Member] | New BellRing Common Stock | Post Holdings, Inc. | |||
Subsequent Event [Line Items] | |||
Distribution of ownership in subsidiary, percentage | 80.10% | ||
Sale of Stock, Percentage of Ownership after Transaction | 14.20% | ||
Subsequent Event [Member] | New BellRing Common Stock | Post Holdings, Inc. Stockholders | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Percentage of Ownership after Transaction | 57.00% |