Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Nov. 14, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
City Area Code | 314 | ||
Local Phone Number | 644-7600 | ||
Title of 12(b) Security | 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 | $ 2,696,670,108 | ||
Entity Common Stock, Shares Outstanding | 135,385,015 | ||
Documents Incorporated by Reference | Certain portions of the registrant’s definitive proxy statement for its 2023 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, 2022, are incorporated by reference into Part III of this report. | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
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 |
Audit Information
Audit Information | 12 Months Ended |
Sep. 30, 2022 | |
Auditor [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | St. Louis, Missouri |
Auditor Firm ID | 238 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 1,371.5 | $ 1,247.1 | $ 988.3 |
Cost of goods sold | 949.7 | 860.9 | 650.3 |
Gross profit | 421.8 | 386.2 | 338 |
Selling, general and administrative expenses | 189.7 | 167.1 | 151.8 |
Amortization of intangible assets | 19.7 | 51.2 | 22.2 |
Other operating income, net | 0 | (0.1) | 0 |
Operating profit | 212.4 | 168 | 164 |
Interest expense, net | 49.2 | 43.2 | 54.7 |
Loss on extinguishment and refinancing of debt, net | 17.6 | 1.6 | 0 |
Earnings before income taxes | 145.6 | 123.2 | 109.3 |
Income tax expense | 29.6 | 8.8 | 9.2 |
Net earnings including redeemable noncontrolling interest | 116 | 114.4 | 100.1 |
Net earnings attributable to redeemable noncontrolling interest | 33.7 | 86.8 | 76.6 |
Net earnings available to common stockholders | $ 82.3 | $ 27.6 | $ 23.5 |
Earnings per common share, basic (in usd per share) | $ 0.88 | $ 0.70 | $ 0.60 |
Earnings per common share, diluted (in usd per share) | $ 0.88 | $ 0.70 | $ 0.60 |
Weighted-Average common shares outstanding, basic (in shares) | 93.5 | 39.5 | 39.4 |
Weighted-Average common shares outstanding, diluted (in shares) | 93.8 | 39.7 | 39.5 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings including redeemable noncontrolling interest | $ 116 | $ 114.4 | $ 100.1 |
Hedging adjustments: | |||
Net loss on derivatives | 0 | 0 | (10.4) |
Reclassifications to net earnings | 7.1 | 2.3 | 1 |
Foreign currency translation adjustments: | |||
Unrealized foreign currency translation adjustments | (2.9) | (0.2) | 1.4 |
Tax (expense) benefit on other comprehensive income (loss): | |||
Net loss on derivatives | 0 | 0 | (0.8) |
Reclassifications to net earnings | (0.4) | (0.2) | (0.2) |
Total Other Comprehensive Income (Loss) Including Redeemable Noncontrolling Interest | 3.8 | 1.9 | (7.4) |
Comprehensive income attributable to redeemable noncontrolling interest | 38.3 | 88.2 | 70.6 |
Total comprehensive income available to common stockholders | $ 81.5 | $ 28.1 | $ 22.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 35.8 | $ 152.6 |
Receivables, net | 173.3 | 103.9 |
Inventories | 199.8 | 117.9 |
Prepaid expenses and other current assets | 12.4 | 13.7 |
Total current assets | 421.3 | 388.1 |
Property, net | 8 | 8.9 |
Goodwill | 65.9 | 65.9 |
Intangible assets, net | 203.3 | 223.1 |
Other assets | 8.7 | 10.5 |
Total Assets | 707.2 | 696.5 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Current portion of long-term debt | 0 | 116.3 |
Accounts payable | 93.8 | 91.9 |
Other current liabilities | 49.7 | 43.1 |
Total current liabilities | 143.5 | 251.3 |
Long-term debt | 929.5 | 481.2 |
Deferred income taxes | 2.2 | 7.6 |
Other liabilities | 8.2 | 21.9 |
Total Liabilities | 1,083.4 | 762 |
Redeemable noncontrolling interest | 0 | 2,997.3 |
Preferred stock | 0 | 0 |
Additional paid-in capital | 7 | 0 |
Accumulated deficit | (355.6) | (3,059.7) |
Accumulated other comprehensive loss | (4.3) | (3.5) |
Treasury Stock, Value | (24.7) | 0 |
Total Stockholders’ Deficit | (376.2) | (3,062.8) |
Total Liabilities and Stockholders’ Deficit | 707.2 | 696.5 |
Common Stock | ||
Common stock | 1.4 | 0 |
Common Class A | ||
Common stock | 0 | 0.4 |
Common Class B | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
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 stock, shares authorized | 500,000,000 | 0 |
Common stock, shares issued | 136,362,928 | 0 |
Common stock, shares outstanding | 135,295,583 | 0 |
Common Class A | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 0 | 500,000,000 |
Common stock, shares issued | 0 | 39,510,430 |
Common stock, shares outstanding | 0 | 39,510,430 |
Common Class B | ||
Common stock, par value per share | $ 0.01 | |
Common stock, shares authorized | 0 | 1 |
Common stock, shares issued | 0 | 1 |
Common stock, shares outstanding | 0 | 1 |
Treasury Stock | ||
Treasury Stock, Shares | 1,067,345 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | |||
Net earnings including redeemable noncontrolling interest | $ 116 | $ 114.4 | $ 100.1 |
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash provided by operating activities: | |||
Depreciation and amortization | 21.3 | 53.7 | 25.3 |
Loss on extinguishment and refinancing of debt, net | 17.6 | 1.6 | 0 |
Non-cash stock-based compensation expense | 9.8 | 4.6 | 2.5 |
Deferred income taxes | (4) | (1.5) | (3.3) |
Other, net | 1.4 | 3 | 5.9 |
Other changes in operating assets and liabilities: | |||
Increase in receivables | (70.7) | (21) | (14.2) |
(Increase) decrease in inventories | (83.9) | 32.4 | (11.5) |
Decrease (increase) in prepaid expenses and other current assets | 1.1 | (5.7) | (0.2) |
Decrease in other assets | 2.3 | 2.5 | 2.6 |
Increase (decrease) in accounts payable and other current liabilities | 10.3 | 42.1 | (12.1) |
(Decrease) increase in non-current liabilities | (0.2) | 0 | 2.1 |
Net Cash Provided by Operating Activities | 21 | 226.1 | 97.2 |
Cash Flows from Investing Activities: | |||
Additions to property | (1.8) | (1.6) | (2.1) |
Net Cash Used in Investing Activities | (1.8) | (1.6) | (2.1) |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of long-term debt | 164 | 20 | 881 |
Payment of merger consideration | (115.5) | 0 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 0 | 524.4 |
Repayments of long-term debt | (674.9) | (113.8) | (1,416.3) |
Purchases of treasury stock | (42.8) | 0 | 0 |
Payments of debt issuance, extinguishment and refinancing costs and deferred financing fees | (11.9) | (1.6) | (9.6) |
Distributions from (to) Post Holdings, Inc., net | 547.2 | (24.6) | (32.1) |
Other, net | (1.1) | (0.9) | 0 |
Net Cash Used in Financing Activities | (135) | (120.9) | (52.6) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (1) | 0.3 | 0.7 |
Net (Decrease) Increase in Cash and Cash Equivalents | (116.8) | 103.9 | 43.2 |
Cash and Cash Equivalents, Beginning of Year | 152.6 | 48.7 | 5.5 |
Cash and Cash Equivalents, End of Year | 35.8 | 152.6 | 48.7 |
Noncash Investing and Financing Items [Abstract] | |||
Debt issued to Post Holdings, Inc. in connection with Spin-off | $ 840 | $ 0 | $ 0 |
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 | Treasury Stock |
Stockholders' Equity at Sep. 30, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 489 | $ 0 | $ (2.6) | $ 0 | |
Preferred stock, shares at Sep. 30, 2019 | 0 | ||||||||
Common stock, shares at Sep. 30, 2019 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Impact of Spin-off, Amount | $ 0 | ||||||||
Net change in hedges, net of tax | (2.1) | ||||||||
Foreign currency translation adjustments | 0.7 | ||||||||
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) | |||||||
Impact of Spin-off | 0 | 0 | |||||||
Initial public offering issuance of common stock | $ 0.4 | (0.4) | |||||||
Initial public offering | (2,112.4) | 29.9 | |||||||
Issuance of common stock, shares | 39,400,000 | ||||||||
Purchases of treasury stock, shares | 0 | ||||||||
Purchases of treasury stock | 0 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 | ||||||||
Impact of Spin-off, Shares | 0 | ||||||||
Activity under deferred compensation plans | 0.1 | ||||||||
Stock-based compensation expense | 2.5 | ||||||||
Net earnings available to common stockholders | 23.5 | 23.5 | |||||||
Net earnings attributable to Post Holdings, Inc. | 5.5 | ||||||||
Stockholders' Equity at Sep. 30, 2020 | (2,182.6) | $ 0 | $ 0.4 | 0 | (2,179) | 0 | (2.1) | (1.9) | 0 |
Preferred stock, shares at Sep. 30, 2020 | 0 | ||||||||
Common stock, shares at Sep. 30, 2020 | 39,400,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Impact of Spin-off, Amount | 0 | ||||||||
Net change in hedges, net of tax | 0.5 | ||||||||
Foreign currency translation adjustments | 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) | |||||||
Impact of Spin-off | 0 | 0 | |||||||
Initial public offering issuance of common stock | $ 0 | 0 | |||||||
Initial public offering | 0 | 0 | |||||||
Issuance of common stock, shares | 0 | ||||||||
Purchases of treasury stock, shares | 0 | ||||||||
Purchases of treasury stock | 0 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 100,000 | ||||||||
Impact of Spin-off, Shares | 0 | ||||||||
Activity under deferred compensation plans | (0.8) | ||||||||
Stock-based compensation expense | 4.6 | ||||||||
Net earnings available to common stockholders | 27.6 | 27.6 | |||||||
Net earnings attributable to 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) | 0 |
Preferred stock, shares at Sep. 30, 2021 | 0 | 0 | |||||||
Common stock, shares at Sep. 30, 2021 | 39,500,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Impact of Spin-off, Amount | $ 1 | ||||||||
Net change in hedges, net of tax | 1.6 | ||||||||
Foreign currency translation adjustments | (2.4) | ||||||||
Distribution declared to Post Holdings, Inc. | (3.2) | ||||||||
Reclassification of net investment of Post Holdings, Inc. | 0 | 0 | |||||||
Redemption value adjustment to noncontrolling interest | (1.9) | 372.4 | |||||||
Impact of Spin-off | 2,252.6 | 18.1 | |||||||
Initial public offering issuance of common stock | $ 0 | 0 | |||||||
Initial public offering | 0 | 0 | |||||||
Issuance of common stock, shares | 0 | ||||||||
Purchases of treasury stock, shares | (1,900,000) | ||||||||
Purchases of treasury stock | (42.8) | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 200,000 | ||||||||
Impact of Spin-off, Shares | 97,500,000 | ||||||||
Activity under deferred compensation plans | (0.9) | ||||||||
Stock-based compensation expense | 9.8 | ||||||||
Net earnings available to common stockholders | $ 82.3 | 82.3 | |||||||
Net earnings attributable to Post Holdings, Inc. | 0 | ||||||||
Stockholders' Equity at Sep. 30, 2022 | $ (376.2) | $ 0 | $ 1.4 | $ 7 | $ (355.6) | $ 0 | $ 0 | $ (4.3) | $ (24.7) |
Preferred stock, shares at Sep. 30, 2022 | 0 | 0 | |||||||
Common stock, shares at Sep. 30, 2022 | 135,300,000 |
Background (Notes)
Background (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | BACKGROUND On October 21, 2019, BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) closed its initial public offering (the “IPO”) of 39.4 million shares of its Class A common stock, $0.01 par value per share (the “Old BellRing Class A Common Stock”), and contributed the net proceeds from the IPO to BellRing Brands, LLC, a Delaware limited liability company and subsidiary of Old BellRing (“BellRing LLC”), in exchange for 39.4 million BellRing LLC non-voting membership units (the “BellRing LLC units”). As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing LLC became the holder of the active nutrition business of Post Holdings, Inc. (“Post”), which until the completion of the IPO, had been comprised of Premier Nutrition Company, LLC (“Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC, the PowerBar brand and Active Nutrition International GmbH (“Active Nutrition International”). Old BellRing, as a holding company, had no material assets other than its ownership of BellRing LLC units and its indirect interests in the subsidiaries of BellRing LLC and had no independent means of generating revenue or cash flow. The members of BellRing LLC were Post and Old BellRing. During the second quarter of fiscal 2022, Post completed its previously announced distribution of 80.1% of its ownership interest in BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) to Post’s shareholders. On March 9, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 (as amended by Amendment No.1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022, the “Transaction Agreement”), by and among Post, Old BellRing, BellRing and BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing (“BellRing Merger Sub”), Post contributed its share of Old BellRing Class B common stock, $0.01 par value per share (“Old BellRing Class B Common Stock”), all of its BellRing LLC units and $550.4 of cash to BellRing (collectively, the “Contribution”) in exchange for certain limited liability company interests of BellRing (prior to the conversion of BellRing into a Delaware corporation) and the right to receive $840.0 in aggregate principal amount of BellRing’s 7.00% Senior Notes (as defined in Note 14). On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and Post distributed an aggregate of 78.1 million, or 80.1%, of its shares of BellRing common stock, $0.01 par value per share (“BellRing Common Stock”) to Post shareholders of record as of the close of business, Central Time, on February 25, 2022 (the “Record Date”) in a pro-rata distribution (the “Distribution”). Post shareholders received 1.267788 shares of BellRing Common Stock for every one share of Post common stock held as of the Record Date. No fractional shares of BellRing Common Stock were issued, and instead, cash in lieu of any fractional shares was paid to Post shareholders. Upon completion of the Distribution, BellRing Merger Sub merged with and into Old BellRing (the “Merger”), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the Merger, each outstanding share of Old BellRing Class A Common Stock was converted into one share of BellRing Common Stock and $2.97 in cash, or $115.5 total consideration paid t o Old BellRing Class A common stockholders pursuant to the Merger . As a result of the transactions described above (collectively, the “Spin-off”), BellRing became the new public parent company of, and successor issuer to, Old BellRing, and shares of BellRing Common Stock were deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. Immediately prior to the Spin-off, Post held 97.5 million BellRing LLC units, equal to 71.5% of the economic interest in BellRing LLC, and one share of Old BellRing Class B Common Stock, which represented 67% of the combined voting power of the common stock of Old BellRing. Immediately following the Spin-off, Post owned 19.4 million shares, or 14.2%, of the BellRing Common Stock and Post shareholders owned approximately 57.3% of the BellRing Common Stock. The former Old BellRing stockholders owned approximately 28.5% of the BellRing Common Stock, maintaining the same effective percentage ownership interest in the Old BellRing business as prior to the Spin-off. As a result of the Spin-off, the dual class voting structure in the BellRing business was eliminated, and Post’s remaining ownership did not represent a controlling interest in BellRing. On August 11, 2022, Post transferred 14.8 million of its remaining shares of BellRing Common Stock to certain financial institutions in satisfaction of certain debt obligations of Post, which reduced Post’s ownership of BellRing Common Stock to 3.4% as of September 30, 2022. In connection with this transaction, BellRing repurchased 0.8 million of the transferred shares from certain of the financial institutions. The Company incurred separation-related expenses of $14.5, $0.2 and $1.9 for the years ended September 30, 2022, 2021 and 2020, respectively, in connection with its separation from Post. These expenses generally included third party costs for advisory services, fees charged by other service providers and government filing fees and were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Unless otherwise indicated or the context otherwise requires, all references in this report to “the Company” refer to Old BellRing and its consolidated subsidiaries during the periods prior to the Spin-off and BellRing and its consolidated subsidiaries during the periods subsequent to the Spin-off. The term “Common Stock” generally refers to Old BellRing Class A Common Stock and Old BellRing Class B Common Stock during the periods prior to the Spin-off and to BellRing Common Stock during the periods subsequent to the Spin-off. The term “Net earnings available to Common Stockholders” generally refers to net earnings available to Old BellRing Class A common stockholders during the periods prior to the Spin-off and to net earnings available to BellRing common stockholders during the periods subsequent to the Spin-off. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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. Certain Post corporate expenses were allocated to the Company for the period prior to the IPO. For the periods subsequent to the IPO and prior to the Spin-off, the financial results of BellRing LLC and its subsidiaries were consolidated with Old BellRing, and a portion of the consolidated net earnings of BellRing LLC was allocated to the redeemable noncontrolling interest (the “NCI”). The calculation of the NCI was based on Post’s ownership percentage of BellRing LLC units during each period between the IPO and the Spin-off, and reflected the entitlement of Post to a portion of the consolidated net earnings of BellRing LLC during such periods. For the period subsequent to the Spin-off, Post’s remaining ownership of BellRing no longer represented a NCI to the Company (see Note 6). All intercompany balances and transactions have been eliminated. See Note 5 for further information on transactions with Post included in these financial statements. 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, allowance for trade promotions 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, 2022 and 2021, the Company had $35.8 and $152.6, respectively, in available cash, of which 20.9% and 5.5%, 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, 2022 and 2021, 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. Restructuring charges were included in “Selling, general and administrative expenses” in the Consolidated Statement of Operations. The Company incurred restructuring charges of $4.7 during the year ended September 30, 2021. No restructuring charges were incurred during the years ended September 30, 2022 or 2020. 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 $1.6, $2.5 and $2.9 in fiscal 2022, 2021 and 2020, respectively. Any gains and losses incurred on the sale or disposal of assets are included in “Other operating income, net” in the Consolidated 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, 2022 2021 Land and land improvements $ 0.7 $ 0.8 Buildings and leasehold improvements 5.4 5.5 Machinery and equipment 12.6 12.6 Software 2.3 2.1 Construction in progress 0.5 0.6 21.5 21.6 Accumulated depreciation (13.5) (12.7) Property, net $ 8.0 $ 8.9 As of both September 30, 2022 and 2021, the majority of the Company’s tangible long-lived assets were located in Europe and had a net carrying value of $6.0 and $6.6, respectively; 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 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 assessment performed may be either qualitative or quantitative; however, if adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of a reporting unit 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. 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. In fiscal 2022, 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 the fair value of each reporting unit was less than its carrying amount. The Company last performed a quantitative test in fiscal 2019. The Company did not record a goodwill impairment charge at September 30, 2022, 2021 or 2020, as all reporting units with goodwill passed the qualitative impairment test. The components of “Goodwill” on the Consolidated Balance Sheets at both the beginning and end of the years ended September 30, 2022 and 2021 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 $19.7, $51.2 and $22.2 in fiscal 2022, 2021 and 2020, respectively. For the definite-lived intangible assets recorded as of September 30, 2022, amortization expense of $19.4 is expected in each of the next five fiscal years. Intangible assets consisted of: September 30, 2022 September 30, 2021 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 178.3 $ (84.9) $ 93.4 $ 178.6 $ (75.3) $ 103.3 Trademarks and brands 195.1 (85.2) 109.9 195.1 (75.3) 119.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 376.5 $ (173.2) $ 203.3 $ 376.8 $ (153.7) $ 223.1 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. Definite-lived assets (groups) are tested for recoverability 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. The Company groups assets at the lowest level for which cash flows are separately identifiable. 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 asset (group) is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount of the asset (group) exceeds its fair value. There were no indicators, including adverse trends in the business, that indicated that the carrying value of the Company’s definite-lived assets (groups) were not recoverable in fiscal 2022, 2021 or 2020. 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 a basis consistent with the nature of the instruments. Leases — The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. 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. For lease arrangements that 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. Net Investment of Post — Net Investment of Post on the Consolidated Statements of Stockholders’ Deficit 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, 2022 and 2021, these programs resulted in an allowance for trade promotions of $12.6 and $19.4, 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. 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 $16.6, $17.0 and $17.4 in fiscal 2022, 2021 and 2020, 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 both September 30, 2022 and 2021. 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. Prior to and subsequent to the Spin-off, all awards outstanding under Post’s stock-based compensation plans continued to vest and the Company recorded 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 the equity or liability award. For liability awards, the fair market value is remeasured at each quarterly reporting period. The cost for equity and liability awards is recognized ratably 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 16 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 incurred due to an underpayment of income taxes is classified as income tax expense. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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. In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires a company to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU No. 2014-19, “Revenue from Contracts with Customers (Topic 606)” as if it had originated the contracts. The Company early adopted this ASU as of October 1, 2021 on a prospective basis, as permitted by the ASU. The adoption of this ASU had no impact on the Company’s consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this ASU on October 1, 2021, using the modified retrospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements or related disclosures. In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to 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 Topic 848 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted Topic 848 on October 1, 2021. The adoption of Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures . |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Revenue | REVENUE The following table presents net sales by product. Year Ended September 30, 2022 2021 2020 Shakes and other beverages $ 1,084.0 $ 1,014.2 $ 810.1 Powders 242.2 178.6 121.7 Nutrition bars 36.0 45.2 49.3 Other 9.3 9.1 7.2 Net Sales $ 1,371.5 $ 1,247.1 $ 988.3 The Company’s external revenues were primarily generated by sales within the U.S.; foreign sales were 11.3%, 11.7% and 11.1% of total fiscal 2022, 2021 and 2020 net sales, respectively. The largest concentration of foreign sales in fiscal 2022 was within Canada, which accounted for 35.4% of total foreign sales. The largest concentration of foreign sales in fiscal 2021 and 2020 was within Europe (with no individual countries within Europe accounting for a significant portion of total foreign sales), which accounted for 34.1% and 41.5% of total foreign net sales, 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, 2022, 2021 and 2020. One customer accounted for 31.9%, 31.5% and 31.6% of total net sales in the years ended September 30, 2022, 2021 and 2020, respectively. The other customer accounted for |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | RELATED PARTY TRANSACTIONS Immediately prior to the Spin-off, Post held 97.5 million BellRing LLC units, equal to 71.5% of the economic interest in BellRing LLC, and one share of Old BellRing Class B Common Stock, which represented 67% of the combined voting power of Old BellRing. Immediately following the Spin-off, Post owned 19.4 million shares, or 14.2%, of the BellRing Common Stock. On August 11, 2022, Post transferred 14.8 million of its remaining shares of BellRing Common Stock to certain financial institutions in satisfaction of debt obligations of Post, which reduced Post’s ownership of BellRing Common Stock to 3.4% as of September 30, 2022. Both prior to and subsequent to the Spin-off, transactions with Post were considered related party transactions. The Company sells certain products to, purchases certain products from and licenses certain intellectual property to and from Post and its subsidiaries based upon pricing governed by agreements between the Company and Post and its subsidiaries, consistent with prices of similar arm's-length transactions. During each of the years ended September 30, 2022, 2021 and 2020, net sales to and royalties paid to and received from Post and its subsidiaries were immaterial. The Company incurred separation-related expenses of $14.5, $0.2 and $1.9 for the years ended September 30, 2022, 2021 and 2020, respectively, in connection with its separation from Post. Separation-related expenses were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The Company has a series of agreements with Post which are intended to govern the ongoing relationship between the Company and Post. Prior to the Spin-off, these agreements included 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 a master service agreement, among others. In connection with the Spin-off, the Company and Post amended and restated the master services agreement (the “MSA”) and the employee matters agreement and entered into a new tax matters agreement (the “Tax Matters Agreement”). The previous investor rights agreement between the Company and Post was terminated, and the Company and Post entered into a new registration rights agreement. 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, 2022 and 2021 related to sales with Post and its subsidiaries. The Company had $1.4 and $2.2 of payables with Post at September 30, 2022 and 2021, respectively, related to MSA fees and pass-through charges owed by the Company to Post, as well as related party purchases, which were recorded in “Accounts payable,” on the Consolidated Balance Sheets. The MSA The Company uses certain functions and services performed by Post under the MSA. These functions and services include 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. Prior to the Spin-off, Post also provided legal services to the Company. The MSA was amended and restated upon completion of the Spin-off to provide for similar services following the Spin-off and such other services as BellRing and Post may agree. During the years ended September 30, 2022, 2021 and 2020, MSA fees were $4.6, $2.2 and $2.2, respectively. MSA fees were reported in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Stock Based Compensation The Company incurred pass-through charges from Post relating to stock-based compensation for employees participating in Post’s stock-based compensation plans. During the years ended September 30, 2022, 2021 and 2020, stock-based compensation expense related to Post’s stock-based compensation plans was $1.0, $2.6 and $3.9, respectively. See Note 16 for further information related to Post’s stock-based compensation plans. Stock-based compensation expense was reported in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Tax Agreements Prior to the Spin-off, BellRing LLC made payments to Post related to quarterly tax distributions and state corporate tax withholdings made pursuant to the terms of the BellRing LLC Agreement. During the years ended September 30, 2022, 2021 and 2020, BellRing LLC paid $3.2, $20.4 and $21.4, respectively, to Post related to quarterly tax distributions and zero, $4.2 and $3.4, respectively, for state corporate tax withholdings on behalf of Post. Based on the provisions of the tax receivable agreement prior to the Spin-off, Old BellRing paid 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 Old BellRing realized (or, in some circumstances, was deemed to have realized) 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 Old BellRing 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 Old BellRing (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 Old BellRing 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. Amount payable to Post related to the tax receivable agreement of $0.1 were recorded to “Accounts Payable” on the Consolidated Balance Sheet at September 30, 2022. Amounts payable to Post related to the tax receivable agreement of $0.3 and $10.2 were recorded to “Accounts Payable” and “Other liabilities,” respectively, on the Consolidated Balance Sheet at September 30, 2021. In connection with and upon completion of the Spin-off, the Company entered into the Tax Matters Agreement by and among Post, BellRing and Old BellRing. The Tax Matters Agreement (i) governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, that may be incurred if the Distribution fails to qualify for its intended tax treatment, (ii) addresses U.S. federal, state, local and non-U.S. tax matters and (iii) sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. Pursuant to the Tax Matters Agreement, BellRing is expected to indemnify Post for (i) all taxes for which BellRing is responsible (as described in the Tax Matters Agreement) and (ii) all taxes incurred by reason of certain actions or events, or by reason of any breach by BellRing or any of its subsidiaries of any of their respective representations, warranties or covenants under the Tax Matters Agreement that, in each case, affect the intended tax-free treatment of the Spin-off. Additionally, Post is expected to indemnify BellRing for the (i) taxes for which Post is responsible (as described in the Tax Matters Agreement) and (ii) taxes attributable to a failure of the Spin-off to qualify as tax-free, to the extent incurred by any action or failure to take any action within the control of Post. There were no amounts paid under the Tax Matters Agreement during the year ended September 30, 2022. Reimbursement Agreement and Co-Packing Agreement In the first quarter of fiscal 2022, Premier Nutrition, a subsidiary of the Company, and Michael Foods, Inc. (“MFI”), a subsidiary of Post, entered into a reimbursement agreement relating to MFI’s acquisition and development of property intended to be used as an aseptic processing plant for MFI or another subsidiary of Post to produce RTD shakes for Premier Nutrition (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, prior to the execution of a definitive agreement governing such production of RTD shakes for Premier Nutrition, Premier Nutrition would reimburse MFI for certain costs and expenses incurred in the acquisition and development of property for the processing plant . During the year ended September 30, 2022, Premier Nutrition did not reimburse MFI for any amounts under the Reimbursement Agreement and the Reimbursement Agreement terminated by its terms on September 30, 2022. On September 30, 2022, Premier Nutrition entered into a Co-Packing Agreement with Comet Processing, Inc. (“Comet”), a wholly-owned subsidiary of Post. Under the Co-Packing |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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 million BellRing LLC units equal to 71.2% of the economic interest in BellRing LLC, and immediately prior to the Spin-off, Post held 97.5 million BellRing LLC units equal to 71.5% of the economic interest in BellRing LLC. Prior to the Spin-off, Post had the right to redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) shares of Old BellRing Class A Common Stock, at an initial redemption rate of one share of Old BellRing Class A Common Stock for one BellRing LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassification or (ii) cash (based on the market price of the shares of Old BellRing Class A Common Stock). Post’s ownership of BellRing LLC units prior to the Spin-off represented a NCI to the Company, which was classified outside of permanent stockholders’ equity as the BellRing LLC units were 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 was 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, the carrying amount of the NCI was recorded at its redemption value of $2,997.3. Changes in the redemption value of the NCI were 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, Old BellRing owned 28.8% of the outstanding BellRing LLC units, and immediately prior to the Spin-off, Old BellRing owned 28.5% of the outstanding BellRing LLC units. Prior to the Spin-off, the financial results of BellRing LLC and its subsidiaries were consolidated with Old BellRing, and the portion of the consolidated net earnings of BellRing LLC to which Post was entitled was allocated to the NCI during each period. Immediately following the Spin-off and as of September 30, 2022, Post owned 14.2% and 3.4%, respectively, of the BellRing Common Stock, which did not represent a controlling interest in the Company. As a result of the Spin-off, the carrying amount of the NCI was reduced to zero immediately following the Spin-off. 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 2022 2021 2020 Beginning of year $ 2,997.3 $ 2,021.6 $ — Net earnings attributable to NCI after IPO 33.7 86.8 71.1 Net change in hedges, net of tax 5.1 1.6 (6.7) Foreign currency translation adjustments (0.5) (0.2) 0.7 Impact of IPO — — 1,364.6 Redemption value adjustment to NCI (370.5) 887.5 591.9 Impact of Spin-off (2,665.1) — — End of year $ — $ 2,997.3 $ 2,021.6 The following table summarizes the effects of changes in NCI on the Company’s equity prior to the Spin-off. The Company’s NCI was reduced to zero immediately following the Spin-off. 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 2022 2021 2020 Net earnings available to common stockholders $ 82.3 $ 27.6 $ 23.5 Transfers (from) to NCI: Decrease in equity as a result of the IPO — — 1,364.6 Changes in equity as a result of redemption value adjustment to NCI (370.5) 887.5 591.9 Increase in equity as a result of the Spin-off (2,665.1) — — Changes from net earnings available to common stockholders and transfers (from) to NCI $ (2,953.3) $ 915.1 $ 1,980.0 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | INCOME TAXES At both September 30, 2021 and 2020, Old BellRing held 28.8% of the economic interest in BellRing LLC, and immediately prior to the Spin-off, Old BellRing held 28.5% of the economic interest in BellRing LLC (see Note 1). As a result of the IPO and formation transactions, Old BellRing’s economic interest was treated as a partnership for U.S. federal income tax purposes. As a partnership, BellRing LLC was 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 were passed through to its members, Old BellRing and Post. Old BellRing was 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. Subsequent to the Spin-off, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC for U.S. federal, state and local income tax purposes. The expense (benefit) for income taxes consisted of the following: Year Ended September 30, 2022 2021 2020 Current: Federal $ 28.0 $ 9.2 $ 10.7 State 5.2 1.7 2.0 Foreign 0.4 (0.6) (0.2) 33.6 10.3 12.5 Deferred: Federal (3.4) (1.3) (2.0) State (0.6) (0.2) (1.3) Foreign — — — (4.0) (1.5) (3.3) Income tax expense $ 29.6 $ 8.8 $ 9.2 The effective income tax rate for fiscal 2022 was 20.3% compared to 7.1% for fiscal 2021 and 8.4% for fiscal 2020. The increase in the effective income tax rate compared to each of the prior years was primarily due to the change in tax expense allocation related to the Spin-off. After the Spin-off, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC for U.S. federal, state, and local income tax purposes, whereas in fiscal year 2021 and 2020, the Company reported 28.8% of such activity. The following table presents the reconciliation of income tax expense with amounts computed at the federal statutory tax rate. Year Ended September 30, 2022 2021 2020 Computed tax (21%) $ 30.6 $ 25.9 $ 23.0 Income tax expense attributable to NCI (7.6) (19.5) (16.2) State income taxes, net of effect on federal tax 4.7 4.0 3.0 Transaction costs 2.0 — (1.2) Uncertain tax position — — 1.5 Other, net (none in excess of 5% of computed tax) (0.1) (1.6) (0.9) Income tax expense $ 29.6 $ 8.8 $ 9.2 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, 2022 September 30, 2021 Assets Liabilities Net Assets Liabilities Net Stock-based compensation awards $ 1.6 $ — $ 1.6 $ 0.1 $ — $ 0.1 Accrued vacation, incentive and severance 2.6 — 2.6 — — — Inventory 4.1 — 4.1 — — — Accrued liabilities 4.7 — 4.7 2.5 — 2.5 ROU assets — (1.7) (1.7) — — — Lease liabilities 1.7 — 1.7 — — — Property — (0.4) (0.4) — — — Intangible assets — (14.8) (14.8) 1.0 — 1.0 Investment in partnership (a) — — — — (11.2) (11.2) Deferred income taxes $ 14.7 $ (16.9) $ (2.2) $ 3.6 $ (11.2) $ (7.6) (a) Prior to the Spin-off, Old BellRing held an economic interest in BellRing LLC which, as a result of the IPO and formation transactions, was treated as a partnership for U.S. federal income tax purposes. As a partnership, BellRing LLC itself was 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 were passed through to its members, Old BellRing and Post. Old BellRing was 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. Subsequent to the Spin-off, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC for U.S. federal, state, and local income tax purposes. No provision has been made for income taxes on undistributed earnings of consolidated foreign subsidiaries of $1.7 and $1.0 at September 30, 2022 and 2021, 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 2022, 2021 and 2020, foreign income (loss) before income taxes was $1.1, $(1.9) and $(0.8), respectively. 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, 2022, 2021 and 2020 is presented in the following table: Year Ended September 30, 2022 2021 2020 Balance, beginning of year $ 1.5 $ 1.5 $ — Additions for tax positions taken in current year — — 1.5 Balance, end of year $ 1.5 $ 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, 2022. None of the unrecognized tax benefits at September 30, 2022 are 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, 2022, 2021 and 2020, expenses recorded related to interest and penalties were immaterial, and the Company had immaterial interest and penalty accruals at both September 30, 2022 and 2021. U.S. federal, U.S. state and German income tax returns for the tax years ended September 30, 2019 through September 30, 2021 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, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | EARNINGS PER SHARE Prior to the Spin-off, basic earnings per share was based on the average number of shares of Old BellRing Class A Common Stock outstanding during the year. Diluted earnings per share was based on the average number of shares of Old BellRing 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 common stockholders for diluted earnings per share” in the table below was adjusted for diluted net earnings per share of Old BellRing Class A Common Stock attributable to NCI, to the extent it was dilutive. Subsequent to the Spin-off, basic earnings per share is based on the average number of shares of BellRing Common Stock outstanding during the year. Diluted earnings per share is based on the average number of shares of BellRing 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. Prior to the Spin-off, the share of Old BellRing Class B Common Stock did not have economic rights, including rights to dividends or distributions upon liquidation, and was therefore not a participating security. Subsequent to the Spin-off, the share of Old BellRing Class B Common Stock was no longer outstanding. As such, separate presentation of basic and diluted earnings per share of Old BellRing Class B Common Stock under the two-class method has not been presented for any years. 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). Year Ended September 30, 2022 2021 2020 Net earnings available to common stockholders for basic earnings per share $ 82.3 $ 27.6 $ 23.5 Dilutive impact of net earnings attributable to NCI — 0.2 0.1 Net earnings available to common stockholders for diluted earnings per share $ 82.3 $ 27.8 $ 23.6 shares in millions Weighted-average shares for basic earnings per share 93.5 39.5 39.4 Effect of dilutive securities: Restricted stock units 0.2 0.2 0.1 Stock Options 0.1 — — Weighted-average shares for diluted earnings per share 93.8 39.7 39.5 Basic earnings per share of Common Stock $ 0.88 $ 0.70 $ 0.60 Diluted earnings per share of Common Stock $ 0.88 $ 0.70 $ 0.60 Weighted-average shares for diluted earnings per share excluded 0.2, 0.2 and 0.1 of equity awards for the years ended September 30, 2022, 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, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Operations Statement and Cash Flow Information | SUPPLEMENTAL OPERATIONS STATEMENT AND CASH FLOW INFORMATION Year Ended September 30, 2022 2021 2020 Advertising expenses $ 22.6 $ 39.1 $ 33.0 Research and development expenses 11.4 11.2 9.4 Interest paid 45.0 35.7 48.8 Income taxes paid (a) 34.6 12.0 10.1 (a) Subsequent to the Spin-off, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC. See Note 7 for additional information on the Company’s income taxes. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, 2022 2021 Receivables, net Trade $ 151.7 $ 97.0 Other 21.8 7.1 173.5 104.1 Allowance for credit losses (0.2) (0.2) $ 173.3 $ 103.9 Inventories Raw materials and supplies $ 58.3 $ 34.0 Work in process 0.1 0.1 Finished products 141.4 83.8 $ 199.8 $ 117.9 Accounts Payable Trade $ 91.4 $ 89.0 Other 2.4 2.9 $ 93.8 $ 91.9 Other Current Liabilities Accrued legal matters $ 16.0 $ 8.5 Accrued compensation 13.5 14.4 Interest rate swap hedging liabilities — 4.7 Advertising and promotion 4.8 3.8 Other 15.4 11.7 $ 49.7 $ 43.1 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lessee, operating leases | LEASES The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. Leases have remaining terms which range from less than 1 year to 5 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, 2022 2021 ROU assets: Other assets $ 7.5 $ 9.7 Lease liabilities: Other current liabilities $ 1.9 $ 2.3 Other liabilities 6.6 8.6 Total liabilities $ 8.5 $ 10.9 Future maturities of the Company’s operating lease liabilities as of September 30, 2022 are presented in the following table. Fiscal 2023 $ 2.2 Fiscal 2024 2.2 Fiscal 2025 2.1 Fiscal 2026 2.1 Fiscal 2027 0.7 Total future minimum payments 9.3 Less: Implied interest (0.8) Total lease liabilities $ 8.5 The following table presents supplemental information related to the Company’s operating leases. Year Ended September 30, 2022 2021 2020 Operating lease expense $3.8 $3.7 $4.0 Variable lease expense 0.9 0.7 0.6 Short-term lease expense — — — Weighted-average remaining lease term 4 years 5 years 6 years Weighted-average incremental borrowing rate 4.6% 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, 2022, 2021 and 2020 were $2.2, $3.0 and $3.6, respectively. ROU assets obtained in exchange for operating lease liabilities during the years ended September 30, 2022, 2021 and 2020 were immaterial. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2021, the Company had pay-fixed, receive-variable interest rate swaps with a notional amount of $350.0. The interest rate swaps required monthly settlements, which began on January 31, 2020, and were used to hedge forecasted interest payments on the Company’s variable rate debt (see Note 14). 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). In connection with the extinguishment of Old BellRing’s debt (see Note 14), the Company paid $1.5 to settle its interest rate swaps associated with the extinguished debt in fiscal 2022. In addition, the Company reclassified to earnings the remaining unamortized net hedging losses and related tax benefits previously recorded to accumulated OCI of $6.1 and $0.4, respectively. 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. The Company held no material derivative instruments at September 30, 2022. September 30, 2021 Other current liabilities $ 4.7 Other liabilities 1.1 Total liabilities $ 5.8 The following table presents the effects of the Company’s interest rate swaps on the Consolidated Statements of Operations and the net cash settlements paid on interest rate swaps. Year Ended September 30, Hedging Activity Statement of Operations Location 2022 2021 2020 Mark-to-market adjustments Interest expense, net $ (2.3) $ 0.2 $ 1.6 Net loss amortized from accumulated OCI Interest expense, net 1.0 2.3 1.2 Net loss amortized from accumulated OCI Loss on extinguishment and refinancing of debt, net 6.1 — — Tax benefit reclassified from accumulated OCI Income tax expense (0.4) (0.2) (0.2) Total net hedging loss, net of tax $ 4.4 $ 2.3 $ 2.6 Cash settlements paid $ (2.0) $ (4.8) (1.8) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | FAIR VALUE MEASUREMENTS The following table presents 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.” As of September 30, 2022, the Company had no material derivative liabilities and no NCI. September 30, 2021 Total Level 1 Level 2 Derivative liabilities $ 5.8 $ — $ 5.8 NCI $ 2,997.3 $ 2,997.3 $ — At September 30, 2021, the Company’s calculation of the fair value of interest rate swaps was 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 was calculated as its redemption value based on the Old BellRing Class A Common Stock price and number of BellRing LLC units owned by Post at the end of the year (see Note 6). The Company’s financial assets and liabilities include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its short-term and long-term debt at fair value on the Consolidated Balance Sheets. The fair value of any outstanding borrowings under the Revolving Credit Facility (as defined in Note 14) as of September 30, 2022 approximated its carrying value. Based on market rates, the fair value (Level 2) of the Company’s debt, excluding any borrowings under its revolving credit facilities, was $767.4 and $613.8 as of September 30, 2022 and 2021, 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. No impairment charges were recorded for property, goodwill, definite-lived or indefinite-lived intangibles during the years ended September 30, 2022, 2021 or 2020. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 7.00% Senior Notes maturing in March 2030 $ 840.0 $ — Term B Facility — 609.9 Revolving credit facilities 99.0 — Total principal amount of debt 939.0 609.9 Less: Current portion of long-term debt — 116.3 Debt issuance costs, net 9.5 4.7 Unamortized discount — 7.7 Long-term debt $ 929.5 $ 481.2 Senior Notes On March 10, 2022, pursuant to the Transaction Agreement, the Company issued $840.0 aggregate principal amount of 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”) to Post as partial consideration for the Contribution in connection with the Distribution. Post subsequently delivered the 7.00% Senior Notes to certain financial institutions in satisfaction of term loan obligations of Post in an equal principal amount. The 7.00% Senior Notes were issued at par, and the Company incurred debt issuance costs of $10.2, which were deferred and are being amortized to interest expense over the term of the 7.00% Senior Notes. Interest payments are due semi-annually each March 15 and September 15, and began on September 15, 2022. The 7.00% Senior Notes are senior unsecured obligations of BellRing and are guaranteed by BellRing’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries (other than immaterial subsidiaries and certain excluded subsidiaries). The maturity date of the 7.00% Senior Notes is March 15, 2030. Credit Agreement On March 10, 2022, pursuant to the Transaction Agreement, the Company entered into a credit agreement (as amended, the “Credit Agreement”), which provides for a revolving credit facility in an aggregate principal amount of $250.0 (the “Revolving Credit Facility”), with commitments made available to the Company in U.S. Dollars, Euros and United Kingdom (“U.K.”) Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0. The outstanding amounts under the Credit Agreement must be repaid on or before March 10, 2027. Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to: (i) in the case of loans denominated in U.S. Dollars, at the Company’s option, the base rate (as defined in the Credit Agreement) plus a margin which was initially 2.00% and thereafter will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio (as defined in the Credit Agreement), or the adjusted term SOFR rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which was initially 3.00% and thereafter will range from 3.00% to 3.75% depending on the Company’s secured net leverage ratio; (ii) in the case of loans denominated in Euros, the adjusted Eurodollar rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which was initially 3.00% and thereafter will range from 3.00% to 3.75% depending on the Company’s secured net leverage ratio; and (iii) in the case of loans denominated in U.K. Pounds Sterling, the adjusted daily simple RFR (as defined in the Credit Agreement) plus a margin which was initially 3.00% and thereafter will range from 3.00% to 3.75% depending on the Company’s secured net leverage ratio. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility initially accrued at the rate of 0.25% per annum, and thereafter, will accrue at rates ranging from 0.25% to 0.375% per annum, depending on the Company’s secured net leverage ratio. The Company incurred $1.5 of financing fees in connection with the Revolving Credit Facility, which were deferred and are being amortized to interest expense over the term of the Revolving Credit Facility. During the year ended September 30, 2022, the Company borrowed $164.0 under the Revolving Credit Facility and repaid $65.0 under the Revolving Credit Facility. At September 30, 2022 the interest rate on the Revolving Credit Facility was 8.50%. The available borrowing capacity under the Revolving Credit Facility was $151.0 as of September 30, 2022 . There were no outstanding letters of credit as of September 30, 2022. Under the terms of the Credit Agreement, BellRing is required to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the last day of each fiscal quarter, which began with the fiscal quarter ending June 30, 2022. The total net leverage ratio of the Company did not exceed this threshold as of September 30, 2022 . The Credit Agreement provides for potential incremental revolving and term facilities at the Company’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 the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations as specified in the Credit Agreement. Furthermore, the Credit Agreement provides for customary events of default. 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 administrative 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 securing, and guarantees of, the Company’s obligations under the Credit Agreement. The Company’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect subsidiaries (other than immaterial subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of the Company’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property. Assumption of Bridge Loan On October 11, 2019, in connection with the IPO and the related 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 Old BellRing 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 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. 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. Old Credit Agreement On October 21, 2019, BellRing LLC entered into a credit agreement (as subsequently amended, the “Old Credit Agreement”) which provided for a term B loan facility in an aggregate original principal amount of $700.0 (the “Term B Facility”) and a revolving credit facility in an aggregate principal amount of up to $200.0 (the “Old Revolving Credit Facility”), with the commitments under the Old Revolving Credit Facility to be made available to BellRing LLC in U.S. Dollars, Euros and U.K. Pounds Sterling. Letters of credit were available under the Old Credit Agreement in an aggregate amount of up to $20.0. On October 21, 2019, BellRing LLC borrowed the full amount under the Term B Facility and $100.0 under the Old 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 Old 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 were 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 Old BellRing, (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 Old Revolving Credit Facility. On February 26, 2021, BellRing LLC entered into a second amendment to the Old Credit Agreement (the “Amendment”). 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 extinguishment and refinancing of debt, net” in the Consolidated Statement of Operations. On March 10, 2022, with certain of the proceeds from the transactions related to the Spin-off, BellRing LLC repaid the aggregate outstanding principal balance of $519.8 on its Term B Facility and terminated all obligations and commitments under the Old Credit Agreement. The Company recorded a loss of $17.6 in the second quarter of fiscal 2022, which was included in “ Loss on extinguishment and refinancing of debt, net ” in the Consolidated Statement of Operations. This loss included (i) a $6.9 write-off of unamortized discounts and debt extinguishment fees, (ii) a $6.1 write-off of unamortized net hedging losses recorded within accumulated OCI related to the Term B Facility (see Note 12 ) and (iii) a $4.6 w rite-off of debt issuance costs and deferred financing fees. Following the termination of the Old Credit Agreement, BellRing LLC and the guarantors had no further obligations under the Old Credit Agreement and the related guarantees other than customary indemnification obligations which continue. The Term B Facility required 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 Old Credit Agreement) during each of the periods prior to the termination of the Old Credit Agreement. The Term B Facility contained 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 Old Credit Agreement) (which percentage would have been reduced to 50% if the secured net leverage ratio (as defined in the Old Credit Agreement) was less than or equal to 3.35:1.00 as of a fiscal year end). During the year ended September 30, 2022 and prior to the termination of the Old Credit Agreement, the Company repaid $81.4 on its Term B Facility as a mandatory prepayment from fiscal 2021 excess cash flow, which was in addition to the scheduled amortization payments. 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 interest rate on the Term B Facility was 4.75% as of September 30, 2021. Borrowings under the Old Revolving Credit Facility bore 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 was 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 was greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio was 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 was less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the Old Revolving Credit Facility accrued at rates ranging from 0.25% to 0.50% per annum depending on BellRing LLC’s secured net leverage ratio. There were no amounts drawn under the Old Revolving Credit Facility as of September 30, 2021. During the years ended September 30, 2021 and 2020, BellRing LLC borrowed $20.0 and $195.0 under the Old Revolving Credit Facility, respectively, and repaid $50.0 and $165.0 under the Old Revolving Credit Facility, respectively. There were no borrowings under or repayments on the Old Revolving Credit Facility during the year ended September 30, 2022 prior to the facility being terminated. The available borrowing capacity under the Old Revolving Credit Facility was $200.0 as of September 30, 2021. There were no outstanding letters of credit as of September 30, 2021. As of September 30, 2022, expected principal payments on the Company’s debt for the next five fiscal years were: Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 — Fiscal 2026 — Fiscal 2027 99.0 Estimated future interest payments on the Company’s debt through fiscal 2027 are expected to be $324.4 (with $65.6 expected in fiscal 2023) based on the interest rates at September 30, 2022. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Legal Proceedings [Abstract] | |
Commitments and contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings Joint Juice Litigation In March 2013, a complaint was filed on behalf of a putative, nationwide class of consumers against Premier Nutrition in the U.S. District Court for the Northern District of California seeking monetary damages and injunctive relief. The case asserted that some of Premier Nutrition’s advertising claims regarding its Joint Juice line of glucosamine and chondroitin dietary supplement beverages 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 (the “Related Federal Actions”). These complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. The action on behalf of New Jersey consumers was voluntarily dismissed. Trial in the action on behalf of New York consumers was held beginning in May 2022, and the jury delivered its verdict in favor of plaintiff in June 2022. In August 2022, the Court entered a judgment in that case in favor of plaintiff in the amount of $12.9, which includes statutory damages and prejudgment interest. In October 2022, Premier Nutrition filed its Notice of Appeal to the Ninth Circuit. The other eight Related Federal Actions remain pending, and the court has certified individual state classes in each of those cases (except New Mexico). 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 in 2020, and plaintiff’s petition for an en banc rehearing by the Ninth Circuit was denied. In September 2020, the same lead counsel re-filed this 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. Following the Norther District’s denial of Premier Nutrition’s motion to preliminarily enjoin this complaint under the doctrine of res judicata , Premier Nutrition appealed to the Ninth Circuit. In September 2022, the Ninth Circuit affirmed the district court’s denial of Premier Nutrition’s motion to preliminarily enjoin the complaint, holding that the Alameda Superior Court would have to decide whether plaintiff’s claims are barred by res judicata . The hearing on Premier Nutrition’s motion for judgment based on res judicata is currently set for January 2023. 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. This matter is set for trial in June 2023. The Company continues to vigorously defend these cases and intends to appeal any adverse judgements and awards of damages. The Company does not believe that the ultimate resolution of these cases will have a material adverse effect on its financial condition, results of operations or cash flows. During the year ended September 30, 2022, the Company expensed $7.5 related to the legal matter and plaintiff legal fees in connection with the Joint Juice litigation, which was included in “Selling, general and administrative expenses” on the Consolidated Statement of Operations. Other than legal fees, no expense related to this litigation was incurred during the years ended September 30, 2021 or 2020 . At September 30, 2022 and 2021, the Company had an estimated liability of $16.0 and $8.5, respectively, related to these matters that was included in “Other current liabilities” on the Consolidated Balance Sheets. Other In the fourth quarter of fiscal 2022, a voluntary product recall was initiated by one of the Company’s contract manufacturers which produces RTD shakes for Premier Nutrition. The recall covered our products produced from December 8, 2021 through July 9, 2022 at one of the contract manufacturer’s facilities. The Company is currently assessing the impact of the recall and does not believe it will have a material adverse effect on its financial condition, results of operations or cash flows. The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the financial condition, results of operations or cash flows of the Company. |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
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”). The awards issued under the Post Long-Term Incentive Plans to the Company’s employees (the “Post Equity Awards”) have a maximum term of 10 years. Subsequent to the IPO, BellRing employees were no longer eligible to receive new issuances of Post Equity Awards; however, BellRing employees continued to vest in any issued and outstanding Post Equity Awards, pursuant to the terms of the awards. The Company incurred pass through charges from Post relating to these Post Equity Awards. The following disclosures reflect the details of the Post Long-Term Incentive Plans related solely to the BellRing employees who participated in such plans. In connection with the Spin-off, adjustments were made to the terms of outstanding Post Equity Awards to preserve their intrinsic value. The adjustments to the Post Equity Awards was based on the volume weighted average price of Post common stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of Post common stock during the five trading day period immediately following March 10, 2022. The equity award adjustments made in connection with the Spin-off had an immaterial impact on the Company’s Statement of Operations for the year ended September 30, 2022. During the years ended September 30, 2022, 2021 and 2020, total compensation cost for non-cash and cash stock-based compensation awards recognized was $1.0, $2.6 and $3.9, respectively, and the related recognized deferred tax benefit for each of those years was $0.1, $0.2 and $0.3, respectively. As of September 30, 2022, the total compensation cost related to non-vested awards under the Post Long-Term Incentive Plans was immaterial. 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, 2021 38,314 $ 81.42 Granted — — Impact of Spin-off 18,498 54.91 Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2022 56,812 54.91 5.21 $ 1.5 Vested and expected to vest as of September 30, 2022 56,812 54.91 5.21 1.5 Exercisable at September 30, 2022 56,812 54.91 5.21 1.5 (a) The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. There were no Post stock options granted to BellRing employees or exercised during each of the years ended September 30, 2022, 2021 and 2020. 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, 2021 21,116 $ 104.26 Granted — — Impact of Spin-off 5,592 n/a Vested (26,708) 82.42 Forfeited — — Nonvested at September 30, 2022 — — (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. 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 and $99.83 at September 30, 2021 and 2020, respectively. All Post RSUs had vested as of September 30, 2022. The total vest date fair value of Post RSUs that vested during fiscal 2022, 2021 and 2020 was $2.3, $3.0 and $4.5, 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 (a) Nonvested at September 30, 2021 3,000 $ 51.43 Granted — — Impact of Spin-off 1,448 n/a Vested (1,482) 34.68 Forfeited — — Nonvested at September 30, 2022 2,966 34.68 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. At September 30, 2022, the 2,966 nonvested Post Cash RSUs were valued at the greater of the closing price of Post’s common stock or the adjusted grant price of $34.68. Cash used to settle Post Cash RSUs was $0.1 for each of the years ended September 30, 2022, 2021 and 2020. BellRing Long-Term Incentive Plan Subsequent to the IPO, the Company’s employees began participating in the BellRing Brands, Inc. 2019 Long-Term Incentive Plan (the “BellRing Long-Term Incentive Plan”). On October 22, 2019, the Company registered shares of Old BellRing 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. In connection with the Spin-off and the related Merger, all outstanding unexercised and unexpired options to purchase shares of Old BellRing Class A Common Stock, outstanding restricted stock units with respect to shares of Old BellRing Class A Common Stock and other equity awards with respect to shares of Old BellRing Class A Common Stock outstanding under the BellRing Long-Term Incentive Plan (the “BellRing Equity Awards”), whether or not exercisable or vested, were assumed by BellRing based on the terms and subject to the conditions set forth in the Transaction Agreement. Additionally, the Board of Directors of BellRing approved adjustments to the terms of the outstanding BellRing Equity Awards to preserve the intrinsic value of the awards. The adjustments to the BellRing Equity Awards were based on the volume weighted average price of Old BellRing Class A Common Stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of BellRing Common Stock during the five trading day period immediately following March 10, 2022. The equity award adjustments made in connection with the Spin-off had an immaterial impact on the Company’s Statement of Operations for the year ended September 30, 2022. 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’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, 2022 there were 1.7 million shares remaining to be issued for stock-based compensation awards under the BellRing Long-Term Incentive Plan. During the years ended September 30, 2022, 2021 and 2020, total compensation cost for BellRing’s non-cash stock-based compensation awards recognized was $9.8, $4.6 and $2.5, respectively, and the related recognized deferred tax benefit was $1.2, $0.3 and $0.2 respectively. See Note 7 for discussion related to income taxes. As of September 30, 2022, the total compensation cost related to BellRing’s non-vested awards not yet recognized was $20.8, which is expected to be recognized over a weighted-average period of 2.0 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, 2021 258,969 $ 19.78 Granted — — Impact of Spin-off 27,074 17.74 Exercised (27,056) 19.50 Forfeited — — Expired — — Outstanding at September 30, 2022 258,987 17.74 7.80 $ 0.7 Vested and expected to vest as of September 30, 2022 258,987 17.74 7.80 0.7 Exercisable at September 30, 2022 91,266 17.63 7.65 0.3 (a) The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. 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, 2022. 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 The total intrinsic value of stock options exercised was $0.1 in the year ended September 30, 2022, and the Company received proceeds from the exercise of stock options of $0.5 during the year ended September 30, 2022. There were no stock options exercised during the years ended September 30 2021 or 2020. BellRing Restricted Stock Units (“BellRing RSUs”) Information about BellRing RSUs is summarized in the following table. BellRing RSUs Weighted- Nonvested at September 30, 2021 467,663 $ 19.85 Granted 318,462 25.87 Impact of Spin-off 56,106 n/a Vested (209,790) 20.01 Forfeited (52,472) 20.59 Nonvested at September 30, 2022 579,969 21.23 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. The grant date fair value of each BellRing RSU was determined based upon the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of nonvested BellRing RSUs was $21.23, $19.85 and $19.39 at September 30, 2022, 2021 and 2020, respectively. The total vest date fair value of BellRing RSUs that vested during fiscal 2022 and 2021 was $5.2 and $3.0. No BellRing RSUs vested during fiscal 2020. BellRing Performance Restricted Stock Units (“BellRing PRSUs”) Information about BellRing PRSUs is summarized in the following table. BellRing PRSUs Weighted- Nonvested at September 30, 2021 — $ — Granted 367,357 42.33 Impact of Spin-off 7,862 n/a Vested — — Forfeited — — Nonvested at September 30, 2022 375,219 41.44 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. During the year ended September 30, 2022, the Company granted BellRing PRSUs to certain employees and directors. These awards will be earned by comparing BellRing’s total shareholder return (“TSR”) during a period of approximately three years to the respective TSRs of companies in a performance peer group. Based upon BellRing’s ranking in its performance peer group when comparing TSRs, a recipient of the BellRing PRSU grant may earn a total award ranging from 0% to 260% of the target award. The fair value of each BellRing PRSU was estimated on the grant date using a Monte Carlo simulation. There were no PRSUs granted during the years ended September 30, 2021 or 2020. The weighted-average assumptions for BellRing PRSUs granted during the year ended September 30, 2022 are summarized in the table below. Expected term (in years) 2.9 Expected stock price volatility 49.6% Risk-free interest rate 2.3% Expected dividends —% Fair value (per BellRing PRSU) $42.33 |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 12 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ DEFICIT In connection with the Spin-off, 97.5 million shares of BellRing Common Stock were issued to Post, of which 78.1 million were distributed by Post to its shareholders in the Distribution, and 38.9 million shares of Old BellRing Class A Common Stock that were outstanding immediately prior to the Merger were converted into 38.9 million shares of BellRing Common Stock (see Note 1). As of September 30, 2022, the Company had 136.4 million and 135.3 million shares of BellRing Common Stock issued and outstanding, respectively. As of September 30, 2021, the Company had 39.5 million shares of Old BellRing Class A Common Stock issued and outstanding. On May 23, 2022, the Company’s Board of Directors approved a $50.0 share repurchase authorization with respect to the shares of BellRing Common Stock. The Company’s prior share repurchase authorization for Old BellRing Class A Common Stock was no longer applicable subsequent to the Spin-off. The following table summarizes the Company’s repurchases of BellRing Common Stock subsequent to the Spin-off . Year Ended September 30, 2022 Shares repurchased (in millions) 1.1 Average price per share including broker’s commissions $ 23.18 Total cost including broker’s commissions $ 24.7 The following table summarizes the Company’s repurchases of Old BellRing Class A Common Stock prior to the Spin-off . There were no repurchases of Old BellRing Class A Common Stock by the Company during the years ended September 30, 2021 and 2020. Year Ended September 30, 2022 Shares repurchased (in millions) 0.8 Average price per share including broker’s commissions $ 23.36 Total cost including broker’s commissions $ 18.1 In connection with the Spin-off, 0.8 million shares of Old BellRing Class A Common Stock held in treasury stock immediately prior to the Merger effective time were cancelled pursuant to the Transaction Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
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. Certain Post corporate expenses were allocated to the Company for the period prior to the IPO. For the periods subsequent to the IPO and prior to the Spin-off, the financial results of BellRing LLC and its subsidiaries were consolidated with Old BellRing, and a portion of the consolidated net earnings of BellRing LLC was allocated to the redeemable noncontrolling interest (the “NCI”). The calculation of the NCI was based on Post’s ownership percentage of BellRing LLC units during each period between the IPO and the Spin-off, and reflected the entitlement of Post to a portion of the consolidated net earnings of BellRing LLC during such periods. For the period subsequent to the Spin-off, Post’s remaining ownership of BellRing no longer represented a NCI to the Company (see Note 6). All intercompany balances and transactions have been eliminated. See Note 5 for further information on transactions with Post included in these financial statements. |
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, allowance for trade promotions 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, 2022 and 2021, the Company had $35.8 and $152.6, respectively, in available cash, of which 20.9% and 5.5%, 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, 2022 and 2021, 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 $1.6, $2.5 and $2.9 in fiscal 2022, 2021 and 2020, respectively. Any gains and losses incurred on the sale or disposal of assets are included in “Other operating income, net” in the Consolidated 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, 2022 2021 Land and land improvements $ 0.7 $ 0.8 Buildings and leasehold improvements 5.4 5.5 Machinery and equipment 12.6 12.6 Software 2.3 2.1 Construction in progress 0.5 0.6 21.5 21.6 Accumulated depreciation (13.5) (12.7) Property, net $ 8.0 $ 8.9 As of both September 30, 2022 and 2021, the majority of the Company’s tangible long-lived assets were located in Europe and had a net carrying value of $6.0 and $6.6, respectively; the remainder were located in the U.S. |
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 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 assessment performed may be either qualitative or quantitative; however, if adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of a reporting unit 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. 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. In fiscal 2022, 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 the fair value of each reporting unit was less than its carrying amount. The Company last performed a quantitative test in fiscal 2019. The Company did not record a goodwill impairment charge at September 30, 2022, 2021 or 2020, as all reporting units with goodwill passed the qualitative impairment test. The components of “Goodwill” on the Consolidated Balance Sheets at both the beginning and end of the years ended September 30, 2022 and 2021 are presented in the following table. Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 |
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 $19.7, $51.2 and $22.2 in fiscal 2022, 2021 and 2020, respectively. For the definite-lived intangible assets recorded as of September 30, 2022, amortization expense of $19.4 is expected in each of the next five fiscal years. Intangible assets consisted of: September 30, 2022 September 30, 2021 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 178.3 $ (84.9) $ 93.4 $ 178.6 $ (75.3) $ 103.3 Trademarks and brands 195.1 (85.2) 109.9 195.1 (75.3) 119.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 376.5 $ (173.2) $ 203.3 $ 376.8 $ (153.7) $ 223.1 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, 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. Definite-lived assets (groups) are tested for recoverability 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. The Company groups assets at the lowest level for which cash flows are separately identifiable. 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 asset (group) is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount of the asset (group) exceeds its fair value. There were no indicators, including adverse trends in the business, that indicated that the carrying value of the Company’s definite-lived assets (groups) were not recoverable in fiscal 2022, 2021 or 2020. |
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 a basis consistent with the nature of the instruments. |
Leases, Policy | Leases — The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. 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. For lease arrangements that 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. |
Net Investment of Post | Net Investment of Post — Net Investment of Post on the Consolidated Statements of Stockholders’ Deficit 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, 2022 and 2021, these programs resulted in an allowance for trade promotions of $12.6 and $19.4, 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. Storage and other warehousing costs totaled $16.6, $17.0 and $17.4 in fiscal 2022, 2021 and 2020, respectively. |
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. The amounts reported as assets on the Consolidated Balance Sheets as “Prepaid expenses and other current assets” were immaterial as of both September 30, 2022 and 2021. |
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. Prior to and subsequent to the Spin-off, all awards outstanding under Post’s stock-based compensation plans continued to vest and the Company recorded 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 the equity or liability award. For liability awards, the fair market value is remeasured at each quarterly reporting period. The cost for equity and liability awards is recognized ratably 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 16 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 incurred due to an underpayment of income taxes is classified as income tax expense. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable Noncontrolling Interest, Policy | At both September 30, 2021 and 2020, Post held 97.5 million BellRing LLC units equal to 71.2% of the economic interest in BellRing LLC, and immediately prior to the Spin-off, Post held 97.5 million BellRing LLC units equal to 71.5% of the economic interest in BellRing LLC. Prior to the Spin-off, Post had the right to redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) shares of Old BellRing Class A Common Stock, at an initial redemption rate of one share of Old BellRing Class A Common Stock for one BellRing LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassification or (ii) cash (based on the market price of the shares of Old BellRing Class A Common Stock). Post’s ownership of BellRing LLC units prior to the Spin-off represented a NCI to the Company, which was classified outside of permanent stockholders’ equity as the BellRing LLC units were 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 was 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, the carrying amount of the NCI was recorded at its redemption value of $2,997.3. Changes in the redemption value of the NCI were 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, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | Prior to the Spin-off, basic earnings per share was based on the average number of shares of Old BellRing Class A Common Stock outstanding during the year. Diluted earnings per share was based on the average number of shares of Old BellRing 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 common stockholders for diluted earnings per share” in the table below was adjusted for diluted net earnings per share of Old BellRing Class A Common Stock attributable to NCI, to the extent it was dilutive. Subsequent to the Spin-off, basic earnings per share is based on the average number of shares of BellRing Common Stock outstanding during the year. Diluted earnings per share is based on the average number of shares of BellRing 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. |
Fair Value Measurements (Polici
Fair Value Measurements (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Policy | At September 30, 2021, the Company’s calculation of the fair value of interest rate swaps was 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 was calculated as its redemption value based on the Old BellRing Class A Common Stock price and number of BellRing LLC units owned by Post at the end of the year (see Note 6). The Company’s financial assets and liabilities include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its short-term and long-term debt at fair value on the Consolidated Balance Sheets. The fair value of any outstanding borrowings under the Revolving Credit Facility (as defined in Note 14) as of September 30, 2022 approximated its carrying value. Based on market rates, the fair value (Level 2) of the Company’s debt, excluding any borrowings under its revolving credit facilities, was $767.4 and $613.8 as of September 30, 2022 and 2021, respectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Property, net | September 30, 2022 2021 Land and land improvements $ 0.7 $ 0.8 Buildings and leasehold improvements 5.4 5.5 Machinery and equipment 12.6 12.6 Software 2.3 2.1 Construction in progress 0.5 0.6 21.5 21.6 Accumulated depreciation (13.5) (12.7) Property, net $ 8.0 $ 8.9 |
Carrying amount of goodwill | Goodwill, gross $ 180.7 Accumulated impairment losses (114.8) Goodwill $ 65.9 |
Schedule of finite-lived intangible assets | September 30, 2022 September 30, 2021 Carrying Accumulated Net Carrying Accumulated Net Customer relationships $ 178.3 $ (84.9) $ 93.4 $ 178.6 $ (75.3) $ 103.3 Trademarks and brands 195.1 (85.2) 109.9 195.1 (75.3) 119.8 Other intangible assets 3.1 (3.1) — 3.1 (3.1) — Intangible assets, net $ 376.5 $ (173.2) $ 203.3 $ 376.8 $ (153.7) $ 223.1 |
Impact from ASC 606 adoption |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Disaggregation of revenue by product type | Year Ended September 30, 2022 2021 2020 Shakes and other beverages $ 1,084.0 $ 1,014.2 $ 810.1 Powders 242.2 178.6 121.7 Nutrition bars 36.0 45.2 49.3 Other 9.3 9.1 7.2 Net Sales $ 1,371.5 $ 1,247.1 $ 988.3 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable noncontrolling interest | As Of and For The 2022 2021 2020 Beginning of year $ 2,997.3 $ 2,021.6 $ — Net earnings attributable to NCI after IPO 33.7 86.8 71.1 Net change in hedges, net of tax 5.1 1.6 (6.7) Foreign currency translation adjustments (0.5) (0.2) 0.7 Impact of IPO — — 1,364.6 Redemption value adjustment to NCI (370.5) 887.5 591.9 Impact of Spin-off (2,665.1) — — End of year $ — $ 2,997.3 $ 2,021.6 |
Parent ownership interest, effects of changes, net | As Of and For The 2022 2021 2020 Net earnings available to common stockholders $ 82.3 $ 27.6 $ 23.5 Transfers (from) to NCI: Decrease in equity as a result of the IPO — — 1,364.6 Changes in equity as a result of redemption value adjustment to NCI (370.5) 887.5 591.9 Increase in equity as a result of the Spin-off (2,665.1) — — Changes from net earnings available to common stockholders and transfers (from) to NCI $ (2,953.3) $ 915.1 $ 1,980.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Year Ended September 30, 2022 2021 2020 Current: Federal $ 28.0 $ 9.2 $ 10.7 State 5.2 1.7 2.0 Foreign 0.4 (0.6) (0.2) 33.6 10.3 12.5 Deferred: Federal (3.4) (1.3) (2.0) State (0.6) (0.2) (1.3) Foreign — — — (4.0) (1.5) (3.3) Income tax expense $ 29.6 $ 8.8 $ 9.2 |
Schedule of effective income tax rate reconciliation | Year Ended September 30, 2022 2021 2020 Computed tax (21%) $ 30.6 $ 25.9 $ 23.0 Income tax expense attributable to NCI (7.6) (19.5) (16.2) State income taxes, net of effect on federal tax 4.7 4.0 3.0 Transaction costs 2.0 — (1.2) Uncertain tax position — — 1.5 Other, net (none in excess of 5% of computed tax) (0.1) (1.6) (0.9) Income tax expense $ 29.6 $ 8.8 $ 9.2 |
Schedule of deferred tax assets and liabilities | September 30, 2022 September 30, 2021 Assets Liabilities Net Assets Liabilities Net Stock-based compensation awards $ 1.6 $ — $ 1.6 $ 0.1 $ — $ 0.1 Accrued vacation, incentive and severance 2.6 — 2.6 — — — Inventory 4.1 — 4.1 — — — Accrued liabilities 4.7 — 4.7 2.5 — 2.5 ROU assets — (1.7) (1.7) — — — Lease liabilities 1.7 — 1.7 — — — Property — (0.4) (0.4) — — — Intangible assets — (14.8) (14.8) 1.0 — 1.0 Investment in partnership (a) — — — — (11.2) (11.2) Deferred income taxes $ 14.7 $ (16.9) $ (2.2) $ 3.6 $ (11.2) $ (7.6) |
Summary of income tax contingencies | Year Ended September 30, 2022 2021 2020 Balance, beginning of year $ 1.5 $ 1.5 $ — Additions for tax positions taken in current year — — 1.5 Balance, end of year $ 1.5 $ 1.5 $ 1.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Year Ended September 30, 2022 2021 2020 Net earnings available to common stockholders for basic earnings per share $ 82.3 $ 27.6 $ 23.5 Dilutive impact of net earnings attributable to NCI — 0.2 0.1 Net earnings available to common stockholders for diluted earnings per share $ 82.3 $ 27.8 $ 23.6 shares in millions Weighted-average shares for basic earnings per share 93.5 39.5 39.4 Effect of dilutive securities: Restricted stock units 0.2 0.2 0.1 Stock Options 0.1 — — Weighted-average shares for diluted earnings per share 93.8 39.7 39.5 Basic earnings per share of Common Stock $ 0.88 $ 0.70 $ 0.60 Diluted earnings per share of Common Stock $ 0.88 $ 0.70 $ 0.60 |
Supplemental Operations and C_2
Supplemental Operations and Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Operations Statement and Cash Flow Information | Year Ended September 30, 2022 2021 2020 Advertising expenses $ 22.6 $ 39.1 $ 33.0 Research and development expenses 11.4 11.2 9.4 Interest paid 45.0 35.7 48.8 Income taxes paid (a) 34.6 12.0 10.1 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | September 30, 2022 2021 Receivables, net Trade $ 151.7 $ 97.0 Other 21.8 7.1 173.5 104.1 Allowance for credit losses (0.2) (0.2) $ 173.3 $ 103.9 Inventories Raw materials and supplies $ 58.3 $ 34.0 Work in process 0.1 0.1 Finished products 141.4 83.8 $ 199.8 $ 117.9 Accounts Payable Trade $ 91.4 $ 89.0 Other 2.4 2.9 $ 93.8 $ 91.9 Other Current Liabilities Accrued legal matters $ 16.0 $ 8.5 Accrued compensation 13.5 14.4 Interest rate swap hedging liabilities — 4.7 Advertising and promotion 4.8 3.8 Other 15.4 11.7 $ 49.7 $ 43.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of ROU assets and lease liabilities | September 30, 2022 2021 ROU assets: Other assets $ 7.5 $ 9.7 Lease liabilities: Other current liabilities $ 1.9 $ 2.3 Other liabilities 6.6 8.6 Total liabilities $ 8.5 $ 10.9 |
Lessee, operating lease, liability, maturity | Fiscal 2023 $ 2.2 Fiscal 2024 2.2 Fiscal 2025 2.1 Fiscal 2026 2.1 Fiscal 2027 0.7 Total future minimum payments 9.3 Less: Implied interest (0.8) Total lease liabilities $ 8.5 |
Lease, costs and supplemental disclosures | Year Ended September 30, 2022 2021 2020 Operating lease expense $3.8 $3.7 $4.0 Variable lease expense 0.9 0.7 0.6 Short-term lease expense — — — Weighted-average remaining lease term 4 years 5 years 6 years Weighted-average incremental borrowing rate 4.6% 4.3% 4.2% |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments in consolidated balance sheets | September 30, 2021 Other current liabilities $ 4.7 Other liabilities 1.1 Total liabilities $ 5.8 |
Derivative instruments, loss (gain) | Year Ended September 30, Hedging Activity Statement of Operations Location 2022 2021 2020 Mark-to-market adjustments Interest expense, net $ (2.3) $ 0.2 $ 1.6 Net loss amortized from accumulated OCI Interest expense, net 1.0 2.3 1.2 Net loss amortized from accumulated OCI Loss on extinguishment and refinancing of debt, net 6.1 — — Tax benefit reclassified from accumulated OCI Income tax expense (0.4) (0.2) (0.2) Total net hedging loss, net of tax $ 4.4 $ 2.3 $ 2.6 Cash settlements paid $ (2.0) $ (4.8) (1.8) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | September 30, 2021 Total Level 1 Level 2 Derivative liabilities $ 5.8 $ — $ 5.8 NCI $ 2,997.3 $ 2,997.3 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | September 30, 2022 2021 7.00% Senior Notes maturing in March 2030 $ 840.0 $ — Term B Facility — 609.9 Revolving credit facilities 99.0 — Total principal amount of debt 939.0 609.9 Less: Current portion of long-term debt — 116.3 Debt issuance costs, net 9.5 4.7 Unamortized discount — 7.7 Long-term debt $ 929.5 $ 481.2 |
Schedule of Maturities of Long-term Debt | Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 — Fiscal 2026 — Fiscal 2027 99.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2021 38,314 $ 81.42 Granted — — Impact of Spin-off 18,498 54.91 Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2022 56,812 54.91 5.21 $ 1.5 Vested and expected to vest as of September 30, 2022 56,812 54.91 5.21 1.5 Exercisable at September 30, 2022 56,812 54.91 5.21 1.5 (a) The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. |
PHI Stock-Settled Restricted Stock Unit | |
Share-based Payment Award [Line Items] | |
Restricted stock units, activity | Post RSUs Weighted- Nonvested at September 30, 2021 21,116 $ 104.26 Granted — — Impact of Spin-off 5,592 n/a Vested (26,708) 82.42 Forfeited — — Nonvested at September 30, 2022 — — (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. |
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 (a) Nonvested at September 30, 2021 3,000 $ 51.43 Granted — — Impact of Spin-off 1,448 n/a Vested (1,482) 34.68 Forfeited — — Nonvested at September 30, 2022 2,966 34.68 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the Post Equity Awards outstanding immediately prior to the Spin-off. |
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, 2021 258,969 $ 19.78 Granted — — Impact of Spin-off 27,074 17.74 Exercised (27,056) 19.50 Forfeited — — Expired — — Outstanding at September 30, 2022 258,987 17.74 7.80 $ 0.7 Vested and expected to vest as of September 30, 2022 258,987 17.74 7.80 0.7 Exercisable at September 30, 2022 91,266 17.63 7.65 0.3 (a) The weighted-average exercise price per share for activity subsequent to the Spin-off, including the outstanding balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. |
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 The total intrinsic value of stock options exercised was $0.1 in the year ended September 30, 2022, and the Company received proceeds from the exercise of stock options of $0.5 during the year ended September 30, 2022. There were no stock options exercised during the years ended September 30 2021 or 2020. |
BRBR Stock-Settled Restricted Stock Units | |
Share-based Payment Award [Line Items] | |
Restricted stock units, activity | BellRing RSUs Weighted- Nonvested at September 30, 2021 467,663 $ 19.85 Granted 318,462 25.87 Impact of Spin-off 56,106 n/a Vested (209,790) 20.01 Forfeited (52,472) 20.59 Nonvested at September 30, 2022 579,969 21.23 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. |
BRBR Performance-Based Restricted Stock Units | |
Share-based Payment Award [Line Items] | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Performance-Based Units, Vested and Expected to Vest | BellRing PRSUs Weighted- Nonvested at September 30, 2021 — $ — Granted 367,357 42.33 Impact of Spin-off 7,862 n/a Vested — — Forfeited — — Nonvested at September 30, 2022 375,219 41.44 (a) The weighted-average grant date fair value for the activity subsequent to the Spin-off, including the nonvested balance as of September 30, 2022, reflects the adjustment to preserve the intrinsic value of the BellRing Equity Awards outstanding immediately prior to the Spin-off. |
Schedule of Share-based Payment award, Non-Options, Valuation Assumptions | Expected term (in years) 2.9 Expected stock price volatility 49.6% Risk-free interest rate 2.3% Expected dividends —% Fair value (per BellRing PRSU) $42.33 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Class of BellRing Treasury Stock | Year Ended September 30, 2022 Shares repurchased (in millions) 1.1 Average price per share including broker’s commissions $ 23.18 Total cost including broker’s commissions $ 24.7 |
Class of Old BellRing Treasury Stock | Year Ended September 30, 2022 Shares repurchased (in millions) 0.8 Average price per share including broker’s commissions $ 23.36 Total cost including broker’s commissions $ 18.1 |
Background (Details)
Background (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Aug. 11, 2022 | Mar. 10, 2022 | Oct. 21, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 09, 2022 | Sep. 30, 2019 | |
Post distribution of ownership, percent | 80.10% | |||||||
Payment of merger consideration | $ 550.4 | |||||||
Post distribution of ownership, shares | 14,800,000 | 78,100,000 | ||||||
Payments of Merger Related Costs, Financing Activities | 115.5 | $ 0 | $ 0 | |||||
Selling, general and administrative expenses | Separation costs | ||||||||
Expenses from transactions with related party | $ 14.5 | $ 0.2 | $ 1.9 | |||||
Common Stock | ||||||||
Issuance of common stock, shares | 0 | 0 | 39,400,000 | |||||
Common stock, shares outstanding | 135,300,000 | 39,500,000 | 39,400,000 | 0 | ||||
Purchases of treasury stock, shares | (1,900,000) | 0 | 0 | |||||
7.00% Senior Notes Maturing in March 2030 | ||||||||
Long-term Debt, Gross | $ 840 | |||||||
Old BellRing Stockholders | ||||||||
Common stock, shares outstanding | 39,500,000 | |||||||
Common Stock, Per Share, Cash Paid | $ 2.97 | |||||||
Common Class A | ||||||||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||||||
Issuance of common stock, shares | 39,400,000 | |||||||
Common stock, shares outstanding | 0 | 39,510,430 | ||||||
Common Class A | Common Stock | ||||||||
Purchases of treasury stock, shares | 800,000 | 800,000 | ||||||
Common Class B | ||||||||
Common stock, par value per share | $ 0.01 | |||||||
Voting power of common stock | 67% | |||||||
Common stock, shares outstanding | 0 | 1 | ||||||
BellRing Common Stock | ||||||||
Common stock, par value per share | $ 0.01 | |||||||
BellRing Common Stock | Common Stock | ||||||||
Purchases of treasury stock, shares | 1,100,000 | |||||||
BellRing Common Stock | Post Shareholders | ||||||||
Conversion of Stock, Shares Received | 1.267788 | |||||||
BellRing Brands, LLC unit | BellRing Brands, Inc. | ||||||||
Common unit, issued | 39,400,000 | |||||||
BellRing Brands, LLC unit | Post Holdings, Inc. | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.50% | |||||
Common units, outstanding | 19,400,000 | 97,500,000 | 97,500,000 | 97,500,000 | ||||
BellRing Common Stock | Post Holdings, Inc. | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.40% | |||||||
BellRing Common Stock Ownership Percentage | 14.20% | |||||||
BellRing Common Stock | Post Shareholders | ||||||||
BellRing Common Stock Ownership Percentage | 57.30% | |||||||
BellRing Common Stock | Old BellRing Stockholders | ||||||||
BellRing Common Stock Ownership Percentage | 28.50% | 28.80% | 28.80% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Foreign cash, percentage | 20.90% | 5.50% |
Cash and cash equivalents | $ 35.8 | $ 152.6 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restructuring (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Restructuring | $ 4.7 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1.6 | $ 2.5 | $ 2.9 |
Property, Plant and Equipment, Net | |||
Property, at cost | 21.5 | 21.6 | |
Accumulated depreciation | (13.5) | (12.7) | |
Property, net | 8 | 8.9 | |
Europe | |||
Property, Plant and Equipment [Line Items] | |||
Long-lived assets | 6 | 6.6 | |
Land and land improvements | |||
Property, Plant and Equipment, Net | |||
Property, at cost | 0.7 | 0.8 | |
Building and building improvements | |||
Property, Plant and Equipment, Net | |||
Property, at cost | $ 5.4 | 5.5 | |
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 | 12.6 | |
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 | $ 2.3 | 2.1 | |
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 | $ 0.5 | $ 0.6 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
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_8
Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived and Indefinite-Lived, Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 19.7 | $ 51.2 | $ 22.2 |
Amortization of intangible assets, next twelve months | 19.4 | ||
Amortization of intangible assets, year two | 19.4 | ||
Amortization of intangible assets, year three | 19.4 | ||
Amortization of intangible assets, year four | 19.4 | ||
Amortization of intangible assets, year five | 19.4 | ||
Accelerated amortization | 29.9 | ||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 376.5 | 376.8 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (173.2) | (153.7) | |
Finite-Lived Intangible Assets, Net | 203.3 | 223.1 | |
Customer relationships | |||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 178.3 | 178.6 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (84.9) | (75.3) | |
Finite-Lived Intangible Assets, Net | 93.4 | 103.3 | |
Trademarks | |||
Intangible Assets, Net | |||
Finite-lived intangible assets, gross | 195.1 | 195.1 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (85.2) | (75.3) | |
Finite-Lived Intangible Assets, Net | 109.9 | 119.8 | |
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_9
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Trade promotion allowance, current | $ 12.6 | $ 19.4 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - COGS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Selling, general and administrative expenses | |||
Cost of Goods Sold | |||
Storage and other warehousing costs | $ 16.6 | $ 17 | $ 17.4 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Taxes (Details) | Mar. 10, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Old BellRing Stockholders | BellRing Common Stock | |||
Taxes [Line Items] | |||
BellRing Common Stock Ownership Percentage | 28.50% | 28.80% | 28.80% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue | |||
Net sales | $ 1,371.5 | $ 1,247.1 | $ 988.3 |
Revenue Benchmark | Geographic Concentration Risk | Non-US | |||
Disaggregation of Revenue | |||
Percentage of net sales | 11.30% | 11.70% | 11.10% |
Revenue Benchmark | Geographic Concentration Risk | Europe as a percentage of Non-US | |||
Disaggregation of Revenue | |||
Percentage of net sales | 34.10% | 41.50% | |
Revenue Benchmark | Geographic Concentration Risk | Canada as a percentage of Non-US | |||
Disaggregation of Revenue | |||
Percentage of net sales | 35.40% | ||
Revenue Benchmark | Customer Concentration Risk | One customer | |||
Disaggregation of Revenue | |||
Percentage of net sales | 31.90% | 31.50% | 31.60% |
Revenue Benchmark | Customer Concentration Risk | The other customer | |||
Disaggregation of Revenue | |||
Percentage of net sales | 31.60% | 33.80% | 35.70% |
Shakes and other beverages | |||
Disaggregation of Revenue | |||
Net sales | $ 1,084 | $ 1,014.2 | $ 810.1 |
Powders | |||
Disaggregation of Revenue | |||
Net sales | 242.2 | 178.6 | 121.7 |
Nutrition Bars | |||
Disaggregation of Revenue | |||
Net sales | 36 | 45.2 | 49.3 |
Other Products | |||
Disaggregation of Revenue | |||
Net sales | $ 9.3 | $ 9.1 | $ 7.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 11, 2022 | Mar. 10, 2022 | Mar. 09, 2022 | |
Related Party Transaction [Line Items] | ||||||
Post distribution of ownership, shares | 14.8 | 78.1 | ||||
Cash distribution directly to related party | $ 3.2 | $ 20.4 | $ 21.4 | |||
Cash distribution on behalf of related party to third party | $ 0 | $ 4.2 | $ 3.4 | |||
Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Voting power of common stock | 67% | |||||
Post Holdings, Inc. | BellRing Brands, LLC unit | ||||||
Related Party Transaction [Line Items] | ||||||
Common units, outstanding | 97.5 | 97.5 | 19.4 | 97.5 | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.50% | |||
Post Holdings, Inc. | BellRing Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.40% | |||||
BellRing Common Stock Ownership Percentage | 14.20% | |||||
Accounts payable | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable, trade, related parties | $ 1.4 | $ 2.2 | ||||
Tax receivable agreement, related parties | 0.1 | 0.3 | ||||
Other liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Tax receivable agreement, related parties | 10.2 | |||||
Separation costs | Selling, general and administrative expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 14.5 | 0.2 | $ 1.9 | |||
Master services agreement fees | Selling, general and administrative expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 4.6 | 2.2 | 2.2 | |||
Share-based payment arrangement | Selling, general and administrative expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | $ 1 | $ 2.6 | $ 3.9 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 10, 2022 | Mar. 09, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest, beginning of period | $ 2,997.3 | ||||
Redeemable noncontrolling interest, end of period | 0 | $ 2,997.3 | |||
Net earnings available to common stockholders | 82.3 | 27.6 | $ 23.5 | ||
BellRing Brands, Inc. | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redemption value adjustment to noncontrolling interest | (370.5) | 887.5 | 591.9 | ||
Increase in equity as a result of the Spin-off | (2,665.1) | 0 | 0 | ||
Impact of initial public offering | 0 | 0 | 1,364.6 | ||
Net earnings available to common stockholders | 82.3 | 27.6 | 23.5 | ||
Change from net earnings available to common stockholders and effects of changes, net | $ (2,953.3) | $ 915.1 | $ 1,980 | ||
BellRing Brands, LLC unit | Post Holdings, Inc. | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common units, outstanding | 97.5 | 97.5 | 19.4 | 97.5 | |
Noncontrolling interest, ownership percentage by noncontrolling owners | 71.20% | 71.20% | 71.50% | ||
BellRing Common Stock | Post Holdings, Inc. | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.40% | ||||
BellRing Common Stock Ownership Percentage | 14.20% | ||||
BellRing Common Stock | Old BellRing Stockholders | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
BellRing Common Stock Ownership Percentage | 28.80% | 28.80% | 28.50% | ||
Noncontrolling interest | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest, beginning of period | $ 2,997.3 | $ 2,021.6 | $ 0 | ||
Net earnings attributable to redeemable noncontrolling interest subsequent to IPO | 33.7 | 86.8 | 71.1 | ||
Net change in hedges, net of tax | 5.1 | 1.6 | (6.7) | ||
Foreign currency translation adjustments | (0.5) | (0.2) | 0.7 | ||
Impact of IPO | 0 | 0 | 1,364.6 | ||
Redemption value adjustment to noncontrolling interest | (370.5) | 887.5 | 591.9 | ||
Impact of Spin-off | (2,665.1) | 0 | 0 | ||
Redeemable noncontrolling interest, end of period | $ 0 | $ 2,997.3 | $ 2,021.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 10, 2022 | |
Income Tax Disclosure | ||||
Effective income tax rate | 20.30% | 7.10% | 8.40% | |
Undistributed earnings of foreign subsidiaries | $ 1.7 | $ 1 | ||
Income (loss) from continuing operations before income taxes, foreign | $ 1.1 | $ (1.9) | $ (0.8) | |
BellRing Common Stock | Old BellRing Stockholders | ||||
Income Tax Disclosure | ||||
BellRing Common Stock Ownership Percentage | 28.80% | 28.80% | 28.50% |
Income Taxes - Expense (Details
Income Taxes - Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current federal tax expense (benefit) | $ 28 | $ 9.2 | $ 10.7 |
Current state and local tax expense (benefit) | 5.2 | 1.7 | 2 |
Current foreign tax expense (benefit) | 0.4 | (0.6) | (0.2) |
Current income tax expense (benefit), total | 33.6 | 10.3 | 12.5 |
Deferred federal income tax expense (benefit) | (3.4) | (1.3) | (2) |
Deferred state and local income tax expense (benefit) | (0.6) | (0.2) | (1.3) |
Deferred foreign income tax expense (benefit) | 0 | 0 | 0 |
Deferred income taxes, total | (4) | (1.5) | (3.3) |
Income tax expense, total | $ 29.6 | $ 8.8 | $ 9.2 |
Income Taxes - Rate (Details)
Income Taxes - Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation at federal statutory income tax rate, amount | $ 30.6 | $ 25.9 | $ 23 |
Effective income tax rate reconciliation, noncontrolling interest income (loss), amount | (7.6) | (19.5) | 16.2 |
Effective income tax rate reconciliation, state and local income taxes, amount | 4.7 | 4 | 3 |
Effective income tax rate reconciliation, deduction, amount | 2 | 0 | (1.2) |
Effective income tax rate reconciliation, uncertain tax positions | 0 | 0 | 1.5 |
Effective income tax rate reconciliation, other reconciling items, amount | (0.1) | (1.6) | (0.9) |
Income tax expense, total | $ 29.6 | $ 8.8 | $ 9.2 |
Income Taxes - Deferreds (Detai
Income Taxes - Deferreds (Details) - Noncurrent - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Assets | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | $ 1.6 | $ 0.1 |
Deferred tax assets, employee compensation | 2.6 | 0 |
Deferred tax assets, inventory | 4.1 | 0 |
Deferred tax assets, accrued liabilities | 4.7 | 2.5 |
Deferred Tax Assets, Leasing Arrangements | 0 | 0 |
Deferred Tax Liabilities, Leasing Arrangements | 1.7 | 0 |
Deferred tax liabilities, property, plant and equipment | 0 | 0 |
Deferred tax assets (liabilities), intangible assets | 0 | 1 |
Deferred tax liabilities, investment in noncontrolled affiliates | 0 | 0 |
Deferred tax assets, net | 14.7 | 3.6 |
Liability | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | 0 | 0 |
Deferred tax assets, employee compensation | 0 | 0 |
Deferred tax assets, inventory | 0 | 0 |
Deferred tax assets, accrued liabilities | 0 | 0 |
Deferred Tax Assets, Leasing Arrangements | (1.7) | |
Deferred Tax Liabilities, Leasing Arrangements | 0 | |
Deferred tax liabilities, property, plant and equipment | (0.4) | 0 |
Deferred tax assets (liabilities), intangible assets | (14.8) | 0 |
Deferred tax liabilities, investment in noncontrolled affiliates | 0 | (11.2) |
Deferred tax liabilities, net | (16.9) | (11.2) |
Net Asset (Liability) | ||
Income Tax Disclosure | ||
Deferred tax assets, share-based compensation cost | 1.6 | 0.1 |
Deferred tax assets, employee compensation | 2.6 | 0 |
Deferred tax assets, inventory | 4.1 | 0 |
Deferred tax assets, accrued liabilities | 4.7 | 2.5 |
Deferred Tax Assets, Leasing Arrangements | (1.7) | |
Deferred Tax Liabilities, Leasing Arrangements | 1.7 | |
Deferred tax liabilities, property, plant and equipment | (0.4) | 0 |
Deferred tax assets (liabilities), intangible assets | (14.8) | 1 |
Deferred tax liabilities, investment in noncontrolled affiliates | 0 | (11.2) |
Deferred tax liabilities, net | $ (2.2) | $ (7.6) |
Income Taxes - Unrecognized Ben
Income Taxes - Unrecognized Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 1.5 | $ 1.5 | $ 0 |
Unrecognized tax benefits, increase resulting from current period tax positions | 0 | 0 | 1.5 |
Unrecognized tax benefits, ending balance | $ 1.5 | $ 1.5 | $ 1.5 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |||
Net earnings available to common stockholders, basic | $ 82.3 | $ 27.6 | $ 23.5 |
Dilutive securities, effect on basic earnings per share | 0 | 0.2 | 0.1 |
Net earnings available to common stockholders, diluted | $ 82.3 | $ 27.8 | $ 23.6 |
Weighted-Average common shares outstanding, basic (in shares) | 93.5 | 39.5 | 39.4 |
Weighted-Average common shares outstanding, diluted (in shares) | 93.8 | 39.7 | 39.5 |
Earnings per common share, basic (in usd per share) | $ 0.88 | $ 0.70 | $ 0.60 |
Earnings per common share, diluted (in usd per share) | $ 0.88 | $ 0.70 | $ 0.60 |
Antidilutive securities excluded from computation of earnings per share, amount | 0.2 | 0.2 | 0.1 |
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |||
Weighted-Average common shares outstanding, diluted (in shares) | 0.2 | 0.2 | 0.1 |
Performance-based restricted stock units (PRSUs) | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |||
Weighted-Average common shares outstanding, diluted (in shares) | 0.1 | 0 | 0 |
Supplemental Operations and C_3
Supplemental Operations and Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Advertising expense | $ 22.6 | $ 39.1 | $ 33 |
Research and development expense | 11.4 | 11.2 | 9.4 |
Interest paid | 45 | 35.7 | 48.8 |
Income taxes paid | $ 34.6 | $ 12 | $ 10.1 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Receivables, net | ||
Accounts receivable, trade | $ 151.7 | $ 97 |
Accounts receivable, other | 21.8 | 7.1 |
Total receivables, gross | 173.5 | 104.1 |
Allowance for doubtful accounts | (0.2) | (0.2) |
Receivables, net | 173.3 | 103.9 |
Inventories | ||
Inventory, raw materials, net | 58.3 | 34 |
Inventory, work in process | 0.1 | 0.1 |
Inventory, finished goods, net | 141.4 | 83.8 |
Inventories | 199.8 | 117.9 |
Accounts Payable | ||
Accounts payable, trade | 91.4 | 89 |
Accounts payable, other | 2.4 | 2.9 |
Accounts payable | 93.8 | 91.9 |
Other Current Liabilities | ||
Estimated litigation liability, current | 16 | 8.5 |
Accrued salaries, current | 13.5 | 14.4 |
Derivative liability, current | 0 | 4.7 |
Accrued advertising and promotion expense | 4.8 | 3.8 |
Other accrued liabilities, current | 15.4 | 11.7 |
Other current liabilities | $ 49.7 | $ 43.1 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use asset | $ 7.5 | $ 9.7 | |
Operating lease liability, current | 1.9 | 2.3 | |
Operating lease, liability, noncurrent | 6.6 | 8.6 | |
Operating lease payments, due year one | 2.2 | ||
Operating lease payments, due year two | 2.2 | ||
Operating lease payments, due year three | 2.1 | ||
Operating lease payments, due year four | 2.1 | ||
Operating lease payments, due year five | 0.7 | ||
Operating lease payments, total due | 9.3 | ||
Operating lease liability, undiscounted excess amount | (0.8) | ||
Operating lease liability | 8.5 | 10.9 | |
Operating lease expense | 3.8 | 3.7 | $ 4 |
Variable lease cost | 0.9 | 0.7 | 0.6 |
Short-term lease cost | $ 0 | $ 0 | $ 0 |
Operating lease, weighted average remaining lease term | 4 years | 5 years | 6 years |
Operating lease, weighted average discount rate, percent | 4.60% | 4.30% | 4.20% |
Operating lease payments | $ 2.2 | $ 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 | 5 years |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivatives, Fair Value | |||
Derivative, notional amount | $ 350 | ||
AOCI, cumulative net hedging (loss) gain, before tax | (7.1) | ||
AOCI, cumulative net hedging (loss) gain, after tax | (6.7) | ||
Derivative liability, current | $ 0 | 4.7 | |
Derivative liability, noncurrent | 1.1 | ||
Derivative liability | 5.8 | ||
Derivative loss (gain), net | 4.4 | 2.3 | $ 2.6 |
Derivative cash settlements paid, net | (2) | $ (4.8) | (1.8) |
Payments on interest rate swaps | 1.5 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | ||
Term Loan | |||
Derivatives, Fair Value | |||
Write-off of Tax Benefit related to Interest Rate Swaps, previously recorded in AOCI | (0.4) | ||
Write-off of Interest Rate Swap Loss, previously recorded in AOCI | 6.1 | ||
Income Tax Expense Benefit | Term Loan | |||
Derivatives, Fair Value | |||
Write-off of Tax Benefit related to Interest Rate Swaps, previously recorded in AOCI | (0.4) | $ (0.2) | (0.2) |
Fair Value Adjustment | |||
Derivatives, Fair Value | |||
Derivative loss (gain), net | (2.3) | 0.2 | 1.6 |
Reclassification from AOCI | Interest expense, net | |||
Derivatives, Fair Value | |||
Derivative loss (gain), net | 1 | 2.3 | 1.2 |
Reclassified from AOCI | Loss on extinguishment and refinancing of debt | |||
Derivatives, Fair Value | |||
Derivative loss (gain), net | $ 6.1 | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | $ 5.8 | |
Redeemable noncontrolling interest, fair value | $ 0 | 2,997.3 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | 0 | |
Redeemable noncontrolling interest, fair value | 2,997.3 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative fair value, gross liability | 5.8 | |
Redeemable noncontrolling interest, fair value | 0 | |
Debt, fair value | $ 767.4 | $ 613.8 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 21, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | $ 939,000 | $ 609,900 | ||
Current portion of long-term debt | 0 | (116,300) | ||
Unamortized debt issuance expense | (9,500) | (4,700) | ||
Unamortized debt discount | $ (14,000) | 0 | (7,700) | |
Long-term debt | 929,500 | 481,200 | ||
Payments of debt issuance costs and deferred financing fees | (9,600) | |||
Deferred financing fees | 1,500 | |||
Proceeds from debt, net of discount and issuance costs | 776,400 | |||
Loss on extinguishment and refinancing of debt, net | 17,600 | 1,600 | $ 0 | |
Long-Term Debt, Maturity, Year One | 0 | |||
Long-Term Debt, Maturity, Year Two | 0 | |||
Long-Term Debt, Maturity, Year Three | 0 | |||
Long-Term Debt, Maturity, Year Four | 0 | |||
Long-Term Debt, Maturity, Year Five | 99,000 | |||
Estimated future interest payments on debt | 324,400 | |||
Estimated future interest payments on debt, next 12 months | 65,600 | |||
Bridge Loan | ||||
Debt Instrument | ||||
Proceeds from issuance of long-term debt | 1,225,000 | |||
Interest costs incurred | 2,200 | |||
Repayments of Debt | (1,225,000) | |||
Term Loan | ||||
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | 0 | 609,900 | ||
Proceeds from issuance of long-term debt | $ 700,000 | |||
Discount percentage on debt instrument | 98% | |||
Repayments of Debt | (519,800) | |||
Loss on extinguishment and refinancing of debt, net | (17,600) | |||
Periodic payment of long-term debt principal | 8,750 | |||
Excess cash flow prepayment | 81,400 | 28,800 | ||
Write-off of Unamortized Debt Premium | 6,900 | |||
Write-off of Interest Rate Swap Loss, previously recorded in AOCI | 6,100 | |||
Write off of Deferred Debt Issuance Cost | 4,600 | |||
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 | 99,000 | 0 | ||
Maximum borrowing capacity on line of credit | 250,000 | |||
Proceeds from borrowing under line of credit | 164,000 | |||
Repayments of lines of credit | (65,000) | |||
Remaining borrowing capacity on line of credit | 151,000 | |||
Letters of credit outstanding, amount | 0 | |||
7.00% Senior Notes Maturing in March 2030 | ||||
Debt Instrument | ||||
Debt, long-term and short-term, combined amount, total | 840,000 | 0 | ||
Long-term Debt, Gross | 840,000 | |||
Old Revolving Credit Facility | ||||
Debt Instrument | ||||
Maximum borrowing capacity on line of credit | 200,000 | |||
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 | |||
Letters of credit outstanding, amount | $ 0 | |||
Proceeds from issuance of long-term debt | $ 100,000 | |||
Letter of Credit - Old Credit Agreement | ||||
Debt Instrument | ||||
Maximum borrowing capacity on line of credit | 20,000 | |||
Senior Notes [Member] | 7.00% Senior Notes Maturing in March 2030 | ||||
Debt Instrument | ||||
Long-term Debt, Gross | 840,000 | |||
Payments of debt issuance costs and deferred financing fees | $ (10,200) |
Long-Term Debt - Rates and Rati
Long-Term Debt - Rates and Ratios (Details) | 12 Months Ended | ||
Mar. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument | |||
Debt covenant, leverage ratio | 6 | ||
Term Loan | |||
Debt Instrument | |||
Interest rate, stated percentage | 4.75% | ||
Revolving Credit Facility | |||
Debt Instrument | |||
Unused capacity on line of credit commitment fee percentage | 0.25% | ||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | ||
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 | 0.375% | ||
Revolving Credit Facility | Base Rate | |||
Debt Instrument | |||
Basis spread on variable interest rate | 2% | ||
Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 2% | ||
Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 2.75% | ||
Revolving Credit Facility | Eurodollar | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | Eurodollar | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | Eurodollar | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.75% | ||
Revolving Credit Facility | SOFR Rate | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | SOFR Rate | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | SOFR Rate | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.75% | ||
Revolving Credit Facility | British Pound Sterling Rate | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | British Pound Sterling Rate | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Revolving Credit Facility | British Pound Sterling Rate | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.75% | ||
Old Revolving Credit Facility | Minimum | |||
Debt Instrument | |||
Unused capacity on line of credit commitment fee percentage | 0.25% | ||
Old Revolving Credit Facility | Maximum | |||
Debt Instrument | |||
Unused capacity on line of credit commitment fee percentage | 0.50% | ||
Old Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 2.75% | ||
Old Revolving Credit Facility | Base Rate | Median | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3% | ||
Old Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.25% | ||
Old Revolving Credit Facility | Eurodollar | Minimum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 3.75% | ||
Old Revolving Credit Facility | Eurodollar | Median | |||
Debt Instrument | |||
Basis spread on variable interest rate | 4% | ||
Old Revolving Credit Facility | Eurodollar | Maximum | |||
Debt Instrument | |||
Basis spread on variable interest rate | 4.25% | ||
Old Revolving Credit Facility | Excess Cash Flow Ratio | |||
Debt Instrument | |||
Debt covenant, leverage ratio | 3.35 | ||
Old Revolving Credit Facility | High-End Ratio | |||
Debt Instrument | |||
Debt covenant, leverage ratio | 3.50 | ||
Old Revolving Credit Facility | Low-End Ratio | |||
Debt Instrument | |||
Debt covenant, leverage ratio | 2.50 | ||
Senior Notes [Member] | 7.00% Senior Notes Maturing in March 2030 | |||
Debt Instrument | |||
Interest rate, stated percentage | 7% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Loss Contingencies | ||
Estimated litigation liability, current | $ 16 | $ 8.5 |
Litigation Settlement, Amount Awarded to Other Party | 12.9 | |
Selling, general and administrative expenses | ||
Loss Contingencies | ||
Litigation Settlement, Expense | 7.5 | |
Other current liabilities | ||
Loss Contingencies | ||
Estimated litigation liability, current | $ 16 | $ 8.5 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Post Long-Term Incentive Plans | |||
Share-based Payment Award [Line Items] | |||
Maximum award vesting period | 10 years | ||
Share-based payment arrangement, expense | $ 1 | $ 2.6 | $ 3.9 |
Share-based payment arrangement, expense, tax benefit | $ 0.1 | 0.2 | 0.3 |
BellRing 2019 Long-Term Incentive Plan | |||
Share-based Payment Award [Line Items] | |||
Maximum award vesting period | 10 years | ||
Share-based payment arrangement, expense | $ 9.8 | 4.6 | 2.5 |
Share-based payment arrangement, expense, tax benefit | 1.2 | $ 0.3 | $ 0.2 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 20.8 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1.7 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
PHI Stock Options | |||
Share-based Payment Award [Line Items] | |||
Stock options outstanding, beginning balance | 38,314 | ||
Stock options granted in period | 0 | ||
Impact of Spin-off | 18,498 | ||
Stock options exercised in period | 0 | ||
Stock options forfeited in period | 0 | ||
Stock options expired in period | 0 | ||
Stock options outstanding, ending balance | 56,812 | 38,314 | |
Stock options vested and expected to vest | 56,812 | ||
Stock options exercisable | 56,812 | ||
Stock options outstanding, weighted average exercise price | $ 54.91 | $ 81.42 | |
Stock options granted in period, weighted average exercise price | 0 | ||
Impact of Spin-off, Weighted Average Exercise Price | 54.91 | ||
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 | 54.91 | ||
Stock options exercisable in period, weighted average exercise price | $ 54.91 | ||
Stock options outstanding, weighted average remaining contractual term | 5 years 2 months 15 days | ||
Stock options vested and expected to vest, weighted average remaining contractual term | 5 years 2 months 15 days | ||
Stock options exercisable, weighted average remaining contractual term | 5 years 2 months 15 days | ||
Stock options outstanding, intrinsic value | $ 1.5 | ||
Stock options vested and expected to vest, intrinsic value | 1.5 | ||
Stock options exercisable, intrinsic value | $ 1.5 | ||
BRBR Stock Options | |||
Share-based Payment Award [Line Items] | |||
Stock options outstanding, beginning balance | 258,969 | ||
Stock options granted in period | 0 | ||
Impact of Spin-off | 27,074 | ||
Stock options exercised in period | (27,056) | ||
Stock options forfeited in period | 0 | ||
Stock options expired in period | 0 | ||
Stock options outstanding, ending balance | 258,987 | 258,969 | |
Stock options vested and expected to vest | 258,987 | ||
Stock options exercisable | 91,266 | ||
Stock options outstanding, weighted average exercise price | $ 17.74 | $ 19.78 | |
Stock options granted in period, weighted average exercise price | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Impact of Spin-off | 17.74 | ||
Stock options exercised in period, weighted average exercise price | 19.50 | ||
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 | 17.74 | ||
Stock options exercisable in period, weighted average exercise price | $ 17.63 | ||
Stock options outstanding, weighted average remaining contractual term | 7 years 9 months 18 days | ||
Stock options vested and expected to vest, weighted average remaining contractual term | 7 years 9 months 18 days | ||
Stock options exercisable, weighted average remaining contractual term | 7 years 7 months 24 days | ||
Stock options outstanding, intrinsic value | $ 0.7 | ||
Stock options vested and expected to vest, intrinsic value | 0.7 | ||
Stock options exercisable, intrinsic value | 0.3 | ||
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% | 0% | |
Stock options, weighted average grant date fair value | $ 7.79 | $ 7.92 | |
Stock options, exercises in period, intrinsic value | 0.1 | ||
Proceeds from exercises of stock awards | $ 0.5 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Settled RSUs (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
PHI Stock-Settled Restricted Stock Unit | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 21,116 | ||
RSUs granted in period | 0 | ||
Impact of Spin-off | 5,592 | ||
RSUs vested in period | (26,708) | ||
RSUs forfeited in period | 0 | ||
RSUs nonvested, ending balance | 0 | 21,116 | |
RSUs nonvested, weighted average grant date fair value | $ 0 | $ 104.26 | $ 99.83 |
RSUs granted in period, weighted average grant date fair value | 0 | ||
RSUs vested in period, weighted average grant date fair value | 82.42 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 0 | ||
RSUs vested in period, fair value | $ 2.3 | $ 3 | $ 4.5 |
BRBR Stock-Settled Restricted Stock Units | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 467,663 | ||
RSUs granted in period | 318,462 | ||
Impact of Spin-off | 56,106 | ||
RSUs vested in period | (209,790) | ||
RSUs forfeited in period | (52,472) | ||
RSUs nonvested, ending balance | 579,969 | 467,663 | |
RSUs nonvested, weighted average grant date fair value | $ 21.23 | $ 19.85 | $ 19.39 |
RSUs granted in period, weighted average grant date fair value | 25.87 | ||
RSUs vested in period, weighted average grant date fair value | 20.01 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 20.59 | ||
RSUs vested in period, fair value | $ 5.2 | $ 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, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 3,000 | ||
RSUs granted in period | 0 | ||
Impact of Spin-off | 1,448 | ||
RSUs vested in period | (1,482) | ||
RSUs forfeited in period | 0 | ||
RSUs nonvested, ending balance | 2,966 | 3,000 | |
RSUs nonvested, weighted average grant date fair value | $ 34.68 | $ 51.43 | |
RSUs granted in period, weighted average grant date fair value | 0 | ||
RSUs vested in period, weighted average grant date fair value | 34.68 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 0 | ||
RSU liabilities paid | $ 0.1 | $ 0.1 | $ 0.1 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-based RSUs (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Minimum | |||
Share-based Payment Award [Line Items] | |||
Total Award Range | 0% | ||
Maximum | |||
Share-based Payment Award [Line Items] | |||
Total Award Range | 260% | ||
BRBR Stock-Settled Restricted Stock Units | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 467,663 | ||
RSUs granted in period | 318,462 | ||
Impact of Spin-off | 56,106 | ||
RSUs vested in period | (209,790) | ||
RSUs forfeited in period | (52,472) | ||
RSUs nonvested, ending balance | 579,969 | 467,663 | |
RSUs nonvested, weighted average grant date fair value | $ 21.23 | $ 19.85 | $ 19.39 |
RSUs granted in period, weighted average grant date fair value | 25.87 | ||
RSUs vested in period, weighted average grant date fair value | 20.01 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 20.59 | ||
BRBR Performance-Based Restricted Stock Units | |||
Share-based Payment Award [Line Items] | |||
RSUs nonvested, beginning balance | 0 | ||
RSUs granted in period | 367,357 | ||
Impact of Spin-off | 7,862 | ||
RSUs vested in period | 0 | ||
RSUs forfeited in period | 0 | ||
RSUs nonvested, ending balance | 375,219 | 0 | |
RSUs nonvested, weighted average grant date fair value | $ 41.44 | $ 0 | |
RSUs granted in period, weighted average grant date fair value | 42.33 | ||
RSUs vested in period, weighted average grant date fair value | 0 | ||
RSUs forfeited in period, weighted average grant date fair value | $ 0 | ||
Stock options, expected term | 2 years 10 months 24 days | ||
Stock options, expected volatility rate | 49.60% | ||
Stock options, risk free interest rate | 2.30% | ||
Stock options, weighted average grant date fair value | $ 42.33 | ||
Stock options, expected dividend rate | 0% | ||
BRBR Stock Options | |||
Share-based Payment Award [Line Items] | |||
Impact of Spin-off | 27,074 | ||
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, weighted average grant date fair value | $ 7.79 | $ 7.92 | |
Stock options, expected dividend rate | 0% | 0% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Aug. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | May 23, 2022 | Mar. 10, 2022 | Mar. 09, 2022 | Sep. 30, 2019 | |
Class of Stock [Line Items] | ||||||||
Share Repurchase Authorization | $ 50 | |||||||
Payments for Repurchase of Common Stock | $ 42.8 | $ 0 | $ 0 | |||||
Post distribution of ownership, shares | 14,800,000 | 78,100,000 | ||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding | 135,300,000 | 39,500,000 | 39,400,000 | 0 | ||||
Purchases of treasury stock, shares | (1,900,000) | 0 | 0 | |||||
Old BellRing Stockholders | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 39,500,000 | 38,900,000 | ||||||
Common stock, shares outstanding | 39,500,000 | |||||||
Post Holdings, Inc. | BellRing Brands, LLC unit | ||||||||
Class of Stock [Line Items] | ||||||||
Common units, outstanding | 97,500,000 | 97,500,000 | 19,400,000 | 97,500,000 | ||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 0 | 500,000,000 | ||||||
Common stock, shares issued | 0 | 39,510,430 | ||||||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||||||
Common stock, shares outstanding | 0 | 39,510,430 | ||||||
Common Class A | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Purchases of treasury stock, shares | 800,000 | 800,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 23.36 | |||||||
Payments for Repurchase of Common Stock | $ 18.1 | |||||||
Common Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 0 | 1 | ||||||
Common stock, shares issued | 0 | 1 | ||||||
Common stock, par value per share | $ 0.01 | |||||||
Common stock, shares outstanding | 0 | 1 | ||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 0 | ||||||
Common stock, shares issued | 136,362,928 | 0 | ||||||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||||||
Common stock, shares outstanding | 135,295,583 | 0 | ||||||
BellRing Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value per share | $ 0.01 | |||||||
BellRing Common Stock | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Purchases of treasury stock, shares | 1,100,000 | |||||||
Treasury Stock Acquired, Average Cost Per Share | $ 23.18 | |||||||
Payments for Repurchase of Common Stock | $ 24.7 |