(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
☒ | Smaller reporting company | ||||
Emerging growth company |
PART I. | Page | |
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. | ||
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Net Sales | $ | $ | |||||
Cost of goods sold | |||||||
Gross Profit | |||||||
Selling, general and administrative expenses | |||||||
Amortization of intangible assets | |||||||
Operating Profit | |||||||
Interest expense, net | |||||||
Earnings before Income Taxes | |||||||
Income tax expense | |||||||
Net Earnings Including Redeemable Noncontrolling Interest | |||||||
Less: Net earnings attributable to redeemable noncontrolling interest | |||||||
Net Earnings Available to Class A Common Stockholders | $ | $ | |||||
Earnings per share of Class A Common Stock: | |||||||
Basic | $ | $ | — | ||||
Diluted | $ | $ | — | ||||
Weighted-Average shares of Class A Common Stock Outstanding: | |||||||
Basic | — | ||||||
Diluted | — |
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Net Earnings Including Redeemable Noncontrolling Interest | $ | $ | |||||
Hedging adjustments: | |||||||
Unrealized net gain on derivatives | |||||||
Unrealized foreign currency translation adjustments | ( | ) | |||||
Total Other Comprehensive Income (Loss) Including Redeemable Noncontrolling Interest | ( | ) | |||||
Less: Comprehensive income attributable to redeemable noncontrolling interest | |||||||
Total Comprehensive Income Available to Class A Common Stockholders | $ | $ |
December 31, 2019 | September 30, 2019 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | $ | |||||
Receivables, net | |||||||
Inventories | |||||||
Prepaid expenses and other current assets | |||||||
Total Current Assets | |||||||
Property, net | |||||||
Goodwill | |||||||
Intangible assets, net | |||||||
Other assets | |||||||
Total Assets | $ | $ | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt | $ | $ | |||||
Accounts payable | |||||||
Other current liabilities | |||||||
Total Current Liabilities | |||||||
Long-term debt | |||||||
Deferred income taxes | |||||||
Other liabilities | |||||||
Total Liabilities | |||||||
Redeemable noncontrolling interest | |||||||
Stockholders’ Equity | |||||||
Preferred stock | |||||||
Common stock | |||||||
Additional paid-in capital | |||||||
Accumulated deficit | ( | ) | |||||
Net investment of Post Holdings, Inc. | |||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Total Stockholders’ Equity | ( | ) | |||||
Total Liabilities and Stockholders’ Equity | $ | $ |
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Cash Flows from Operating Activities | |||||||
Net earnings including redeemable noncontrolling interest | $ | $ | |||||
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash flow (used in) provided by operating activities: | |||||||
Depreciation and amortization | |||||||
Non-cash stock-based compensation expense | |||||||
Deferred income taxes | |||||||
Other, net | |||||||
Other changes in operating assets and liabilities: | |||||||
(Increase) decrease in receivables | ( | ) | |||||
Increase in inventories | ( | ) | ( | ) | |||
Increase in prepaid expenses and other current assets | ( | ) | ( | ) | |||
Decrease in other assets | |||||||
Decrease in accounts payable and other current liabilities | ( | ) | ( | ) | |||
(Decrease) increase in non-current liabilities | ( | ) | |||||
Net Cash (Used in) Provided by Operating Activities | ( | ) | |||||
Cash Flows from Investing Activities | |||||||
Additions to property | ( | ) | ( | ) | |||
Net Cash Used in Investing Activities | ( | ) | ( | ) | |||
Cash Flows from Financing Activities | |||||||
Proceeds from issuance of long-term debt | |||||||
Proceeds from issuance of common stock, net of issuance costs | |||||||
Repayments of long-term debt | ( | ) | |||||
Payments of debt issuance costs and deferred financing fees | ( | ) | |||||
Distributions to Post Holdings, Inc., net | ( | ) | ( | ) | |||
Net Cash Provided by (Used in) Financing Activities | ( | ) | |||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents | ( | ) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | ( | ) | |||||
Cash and Cash Equivalents, Beginning of Year | |||||||
Cash and Cash Equivalents, End of Period | $ | $ |
As Of and For The Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Preferred Stock | |||||||
Beginning and end of period | $ | $ | |||||
Common Stock | |||||||
Beginning of period | |||||||
Issuance of common stock | |||||||
End of period | |||||||
Additional Paid-in Capital | |||||||
Beginning of period | |||||||
Non-cash stock-based compensation expense | |||||||
End of period | |||||||
Accumulated Deficit | |||||||
Beginning of period | |||||||
Net earnings available to Class A Common Stockholders | |||||||
Issuance of common stock | ( | ) | |||||
Initial public offering | ( | ) | |||||
Reclassification of net investment of Post Holdings, Inc. | |||||||
Redemption value adjustment to redeemable noncontrolling interest | ( | ) | |||||
End of period | ( | ) | |||||
Net Investment of Post | |||||||
Beginning of period | |||||||
Net earnings attributable to Post Holdings, Inc. | |||||||
Initial public offering | |||||||
Reclassification of net investment of Post Holdings, Inc. | ( | ) | |||||
Net decrease in net investment of Post Holdings, Inc. | ( | ) | |||||
End of period | |||||||
Accumulated Other Comprehensive Loss | |||||||
Hedging Adjustments, net of tax | |||||||
Beginning of period | |||||||
Net change in hedges, net of tax | |||||||
End of period | |||||||
Foreign Currency Translation Adjustments | |||||||
Beginning of period | ( | ) | ( | ) | |||
Foreign currency translation adjustments | ( | ) | |||||
End of period | ( | ) | ( | ) | |||
Total Stockholders’ Equity | $ | ( | ) | $ |
• | BellRing LLC became the holder of the active nutrition business of Post Holdings, Inc. (“Post”), which until the completion of the IPO, had been comprised of Premier Nutrition Company, LLC (as successor to Premier Nutrition Corporation, “Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC, the PowerBar brand and Active Nutrition International GmbH (“Active Nutrition International”). |
• | BellRing Inc. as a holding company, has no material assets other than its ownership of BellRing LLC units and its indirect interests in the subsidiaries of BellRing LLC and has no independent means of generating revenue or cash flow. |
• | The members of BellRing LLC are Post and BellRing Inc. |
• | Post holds |
• | The public stockholders of BellRing Inc. (i) own |
• | BellRing Inc. and BellRing LLC will at all times maintain, subject to certain exceptions, a one-to-one ratio between the number of shares of Class A Common Stock issued by BellRing Inc. and the number of BellRing LLC units owned by BellRing Inc. |
• | BellRing Inc. holds the voting membership unit of BellRing LLC (which represents the power to appoint and remove the members of the Board of Managers of, and no economic interest in, BellRing LLC). BellRing Inc. has the right to appoint the members of the BellRing LLC Board of Managers, and therefore, controls BellRing LLC. The Board of Managers is responsible for the oversight of BellRing LLC’s operations and overall performance and strategy, while the management of the day-to-day operations of the business of BellRing LLC and the execution of business strategy are the responsibility of the officers and employees of BellRing LLC and its subsidiaries. Post, in its capacity as a member of BellRing LLC, does not have the power to appoint any members of the Board of Managers or voting rights with respect to BellRing LLC. Post controls BellRing Inc. through its ownership of the share of Class B Common Stock. |
• | The financial results of BellRing LLC and its subsidiaries are consolidated with BellRing Inc., and effective as of October 21, 2019, |
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Shakes and other beverages | $ | $ | |||||
Powders | |||||||
Nutrition bars | |||||||
Other | |||||||
Net Sales | $ | $ |
Beginning of period | $ | ||
Net earnings attributable to NCI after IPO | |||
Net change in hedges, net of tax | |||
Foreign currency translation adjustments | |||
Impact of IPO | |||
Redemption value adjustment to NCI | |||
End of period | $ |
Net earnings available to Class A Common Stockholders | $ | ||
Transfers to NCI: | |||
Impact of IPO | |||
Redemption value adjustment to NCI | |||
Changes from net earnings available to Class A Common Stockholders and transfers to NCI | $ |
Net earnings available to Class A Common Stockholders | $ | ||
Weighted-average shares for basic earnings per share (in millions) | |||
Total dilutive securities | |||
Weighted-average shares for diluted earnings per share (in millions) | |||
Basic and Diluted earnings per share of Class A Common Stock | $ |
December 31, 2019 | September 30, 2019 | ||||||
Raw materials and supplies | $ | $ | |||||
Work in process | |||||||
Finished products | |||||||
Inventories | $ | $ |
December 31, 2019 | September 30, 2019 | ||||||
Property, at cost | $ | $ | |||||
Accumulated depreciation | ( | ) | ( | ) | |||
Property, net | $ | $ |
Goodwill, gross | $ | ||
Accumulated impairment losses | ( | ) | |
Goodwill, net | $ |
December 31, 2019 | September 30, 2019 | ||||||||||||||||||||||
Carrying Amount | Accumulated Amortization | Net Amount | Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
Customer relationships | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||
Trademarks and brands | ( | ) | ( | ) | |||||||||||||||||||
Other intangible assets | ( | ) | ( | ) | |||||||||||||||||||
Intangible assets, net | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ |
• | Reassessment elections — The Company elected the package of practical expedients and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed. |
• | Short-term lease election — ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease. |
• | Lease vs non-lease components — The Company elected to combine lease and non-lease components as a single component and the total consideration for the arrangements were accounted for as a lease. |
December 31, 2019 | |||
ROU assets: | |||
Other assets | $ | ||
Lease liabilities: | |||
Other current liabilities | $ | ||
Other liabilities | |||
Total lease liabilities | $ |
December 31, 2019 | |||
Remaining Fiscal 2020 | $ | ||
Fiscal 2021 | |||
Fiscal 2022 | |||
Fiscal 2023 | |||
Fiscal 2024 | |||
Thereafter | |||
Total future minimum payments | |||
Less: Implied interest | ( | ) | |
Total lease liabilities | $ |
September 30, 2019 | |||
Fiscal 2020 | $ | ||
Fiscal 2021 | |||
Fiscal 2022 | |||
Fiscal 2023 | |||
Fiscal 2024 | |||
Thereafter | |||
Total future minimum payments | $ |
Balance Sheet Location | Fair Value | Portion Designated as Hedging Instrument | ||||||
Other current assets | $ | $ | ||||||
Other assets | ||||||||
Total assets | $ | $ |
December 31, 2019 | |||
Term B Facility | $ | ||
Revolving Credit Facility | |||
Less: Current portion of long-term debt | ( | ) | |
Debt issuance costs, net | ( | ) | |
Unamortized discount | ( | ) | |
Long-term debt | $ |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Three Months Ended December 31, | ||||||||||||||
favorable/(unfavorable) | ||||||||||||||
dollars in millions | 2019 | 2018 | $ Change | % Change | ||||||||||
Net Sales | $ | 244.0 | $ | 185.8 | $ | 58.2 | 31 | % | ||||||
Operating Profit | $ | 49.3 | $ | 32.9 | $ | 16.4 | 50 | % | ||||||
Interest expense, net | 11.6 | — | (11.6 | ) | (100 | )% | ||||||||
Income tax expense | 5.9 | 7.8 | 1.9 | 24 | % | |||||||||
Less: Net earnings attributable to NCI | 25.8 | 25.1 | (0.7 | ) | (3 | )% | ||||||||
Net Earnings Available to Class A Common Stockholders | $ | 6.0 | $ | — | $ | 6.0 | 100 | % |
Three Months Ended December 31, | |||||||
dollars in millions | 2019 | 2018 | |||||
Cash (used in) provided by: | |||||||
Operating activities | $ | (24.9 | ) | $ | 5.9 | ||
Investing activities | (0.7 | ) | (1.0 | ) | |||
Financing activities | 49.9 | (6.4 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | 0.1 | (0.2 | ) | ||||
Net increase (decrease) in cash and cash equivalents | $ | 24.4 | $ | (1.7 | ) |
• | our dependence on sales from our RTD protein shakes; |
• | our dependence on a limited number of third party contract manufacturers and suppliers for the manufacturing of most of our products, including one manufacturer for the substantial majority of our RTD protein shakes; |
• | our operation in a category with strong competition; |
• | our reliance on a limited number of third party suppliers to provide certain ingredients and packaging; |
• | higher freight costs, significant volatility in the costs or availability of certain commodities (including raw materials and packaging used to manufacture our products) or higher energy costs; |
• | disruptions in our supply chain, changes in weather conditions and other events beyond our control; |
• | consolidation in our distribution channels; |
• | our ability to anticipate and respond to changes in consumer and customer preferences and trends and to introduce new products; |
• | our ability to maintain favorable perceptions of our brands; |
• | our ability to expand existing market penetration and enter into new markets; |
• | allegations that our products cause injury or illness, product recalls and withdrawals and product liability claims and other litigation; |
• | legal and regulatory factors, such as compliance with existing laws and regulations and changes to and new laws and regulations affecting our business, including current and future laws and regulations regarding food safety and advertising; |
• | our high leverage, our ability to obtain additional financing (including both secured and unsecured debt) and our ability to service our outstanding debt (including covenants that restrict the operation of our business); |
• | our ability to manage our growth and to identify, complete and integrate any acquisitions or other strategic transactions; |
• | fluctuations in our business due to changes in our promotional activities and seasonality; |
• | risks associated with our international business; |
• | risks related to our ongoing relationship with Post, including Post’s control over us and ability to control the direction of our business, conflicts of interest or disputes that may arise between Post and us and our obligations under various agreements with Post, including under the tax receivable agreement; |
• | the loss of, a significant reduction of purchases by or the bankruptcy of a major customer; |
• | the ultimate impact litigation or other regulatory matters may have on us; |
• | the accuracy of our market data and attributes and related information; |
• | our ability to attract and retain key employees; |
• | economic downturns that limit customer and consumer demand for our products; |
• | disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates; |
• | our ability to protect our intellectual property and other assets; |
• | costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents and/or information security breaches; |
• | risks associated with our public company status, including our ability to operate as a separate public company following our initial public offering and the additional expenses we will incur to create the corporate infrastructure to operate as a public company; |
• | changes in estimates in critical accounting judgments; |
• | impairment in the carrying value of goodwill or other intangibles; |
• | significant differences in our actual operating results from any guidance we may give regarding our performance; |
• | our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and |
• | other risks and uncertainties discussed elsewhere in this report. |
PART II. | OTHER INFORMATION. |
ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 1A. | RISK FACTORS. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
ITEM 6. | EXHIBITS. |
Exhibit No | Description | |
3.1 | ||
3.2 | ||
4.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
†10.8 | ||
†10.9 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.13 | ||
†10.14 | ||
†10.15 |
Exhibit No | Description | |
†10.16 | ||
†10.17 | ||
‡10.18 | ||
‡10.19 | ||
†10.20 | ||
†10.21 | ||
31.1 | ||
31.2 | ||
31.3 | ||
32.1 | ||
101 | Interactive Data File (Form 10-Q for the quarterly period ended December 31, 2019 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.” | |
104 | The cover page from the Company’s Form 10-Q for the quarterly period ended December 31, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 |
† | These exhibits constitute management contracts, compensatory plans and arrangements. |
‡ | Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). |
BELLRING BRANDS, INC. | |||
Date: | February 7, 2020 | By: | /s/ Darcy H. Davenport |
Darcy H. Davenport | |||
President and Chief Executive Officer |
1.1 | Supplier will provide such materials to PNC or its Third Party Manufacturers (“TPMs”) as are specified in any Master Purchase Commitment or any other purchase orders that the Parties may execute from time to time during the term of this Agreement (“Ingredients”). Ingredients will be produced at Supplier’s facilities listed in a Master Purchase Commitment, or any other of Supplier’s facilities approved in advance, in writing by PNC. |
1.2 | PNC or its TPMs will place specific orders for Ingredients from Supplier by issuing a purchase order that specifies, at minimum, the item, quantities, price, delivery dates, and delivery and payment terms (each a “Purchase Order”). |
1.3 | PNC and Supplier may enter certain Master Purchase Commitments from time to time during the Term of this Master Supply Agreement. Such Master Purchase Commitments and any Purchase Orders issued against such Commitments shall be subject exclusively to the terms and conditions of this Agreement. In the event the terms of any Master Purchase Commitment conflicts with the terms of this Agreement, the terms of the Master Purchase Commitment shall control. |
1.4 | Supplier will receive Purchase Orders by telephone, USPS, overnight courier, email, and fax transmission, Monday through Friday except on state or nationally recognized bank holidays. Purchase Orders not received by 3:00 p.m. Eastern Time are considered to be received on the following |
1.5 | Supplier represents and warrants that at the time and date of delivery, the Ingredients will comply with all specifications (“Specifications”), a copy of which will be attached to the relevant Master Purchase Commitment or Purchase Order accordingly. A Specification may be updated from time to time by PNC in its sole discretion, provided PNC provides Supplier with reasonable prior notice on any updates (“Change Notification”). Within [***] from receipt of the Change Notification, Supplier will either: (1) accept the Specification change at the current price and terms; or (2) submit to PNC a proposal (“Proposal”) setting forth the conditions of acceptance that may include a change in price and/or other terms, including documentation to support same. Within [***] the Parties will discuss the Proposal in good faith and exercise their best efforts to agree on the appropriate adjustment if any. PNC will not issue any Purchase Orders, nor be required to issue any Purchase Orders to Supplier until PNC and Supplier have agreed on required Ingredient Specifications and any associated price and/or term adjustment. In the event the Parties fail to agree on required Ingredient Specifications or price and/or term adjustments despite their best good faith efforts, neither Party will have any further obligation with regard to purchase or supply of those Ingredients under any Master Purchase Commitments except that PNC shall take and pay for [***] of Ingredient inventory manufactured according to the then-current Specification. |
1.6 | Supplier will provide a Certificate of Analysis (“COA”) completed in accordance with the Specifications with any shipment of Ingredients. |
1.7 | INTENTIONALLY LEFT BLANK |
1.8 | This Agreement is nonexclusive and sets forth the terms and conditions under which the Parties will supply and purchase Ingredients from the other Party. Nothing herein is intended to, nor does, guarantee that either Party will supply or purchase any specific, item, in any specific quantity, or conclude any business transaction with the other. |
1.9 | Supplier Performance metrics will be identified and tracked periodically through Supplier Performance Review meetings no more frequently than each calendar quarter during the Term. [***] Metric targets will be established by PNC and agreed by Fonterra and updated as needed. The ultimate goal is zero defects for quality and administrative compliance issues. |
1.10 | Supplier agrees to make a good faith effort to provide Advance Ship Notices (“ASN”) with bar-coded pallet labels; Invoices, Purchase Orders and other business transactions, as may be advised by PNC, for each Ingredient shipment. Supplier will provide, itself or through a third-party provider, the information via Electronic Data Interface (“EDI”) if and as requested by PNC. The technical specifications for all required EDI transactions will be provided by PNC. |
2.1 | For the purposes set forth in Section 303(c) of the Federal Food, Drug, and Cosmetic Act (the “Act”), Supplier guarantees to PNC that as of the time and date of delivery, all Ingredients will not be adulterated or misbranded within the meaning of the Act, nor will any Ingredients constitute an article that may not, under the provisions of Sections 404 and 505 of the Act, be introduced into interstate commerce. The Supplier further guarantees that as of the time and date of delivery, all of the Ingredients will be in compliance with all applicable laws, regulations, requirements and programs including those administered by the Food and Drug Administration (the “FDA”), the United States Department of Agriculture (the “USDA”) and any state or local food or drug laws then in effect. This guarantee specifically includes Proposition 65 (California Safe Drinking Water and Toxic Enforcement Act), and Supplier hereby certifies that the Ingredients will not contain any non-naturally occurring chemicals subject to Proposition 65 or that any such chemicals pose “no significant risk” or cause “no observable effect” as set forth in the California Health and Safety Code, 22 CCR §§ 12701 et seq. and 22 CCR §§ 12801 et seq., as amended. Supplier shall comply with all applicable regulatory requirements for determining and documenting that all Ingredients are at or below no significant risk levels and no observable effect levels, as applicable. |
2.2 | Supplier shall develop and maintain a food safety/food defense program as required under the Food Safety Modernization Act 21 USC §301 et seq and shall submit a copy of such plan (and any changes thereto) to PNC upon PNC’s request. Supplier will conduct [***] third-party food safety/food defense audits (the “Audits”) in compliance with, and consistent with, relevant audit schemes approved by the Global Food Safety Initiatives, AIB International, Silliker, or GMA SAFE. Supplier will submit summaries of audit reports to PNC’s Quality Manager at [***] upon request. Failure to comply with the requirements of this Section 2.2 will constitute a material breach of this Agreement. |
2.3 | Supplier will notify PNC immediately, by person-to-person voice communication or equivalent means, if any of the Ingredients contain, or are reasonably suspected to contain, material hazardous to human health, including but not limited to, chemical, physical or biological hazards. |
2.4 | PNC shall notify Supplier in writing if it determines any Ingredient fails to meet the Specifications. Supplier shall be given an opportunity to and will promptly inspect and/or test such Ingredients to confirm compliance to Specification. If after any reasonable, good faith inspection and testing it is confirmed that certain Ingredients fail to meet the Specifications [***]. |
2.5 | Subject to the occurring of a Force Majeure Event, if Supplier fails to deliver the Ingredients in accordance with the Specifications, including within the time specified on the Purchase Order, in addition to any other remedies available, PNC may terminate the Purchase Order in whole or in part. In the event of such a termination, Supplier shall continue performance of any nonterminated portion of the Purchase Order, or any nonterminated Purchase Orders, and the quantity of Ingredient ordered and so terminated shall be deducted against any relevant Master Purchase Commitment. |
2.6 | PNC or its contracted third-party auditors may enter and audit/inspect Supplier’s facilities where the Ingredients are produced, stored, packaged or otherwise processed [***] unless food safety is at issue or PNC has a good faith reason to believe the Ingredients are being stored, packaged, or processed |
3 | Business Continuity/Continuous Supply Assurances. Supplier will develop and maintain a business continuity plan that identifies critical pathways and potential crisis situations that could interrupt the supply of Ingredients to PNC and establish contingency plans for dealing with each crisis situation. Upon PNC’s written request, Supplier will submit the business continuity plan to PNC for PNC’s review. |
4 | Intellectual Property. |
4.1 | Each Party shall retain ownership of all Intellectual Property Rights (as defined below): (1) owned or licensed by that Party prior to the commencement date of this Agreement; or (2) developed or acquired independently of this Agreement by that Party or its licensors other than in connection with this Agreement. |
4.2 | Ownership in the Intellectual Property Rights, if any, of any developments and/or modifications to the Ingredients during the Term shall be [***]. |
4.3 | For purposes of this Section 4, the term “Intellectual Property Rights” shall mean all statutory, common law and proprietary intellectual property rights, including rights in know-how, confidential information, copyright works, designs, inventions, patents, plant varieties, trademarks and all other rights, whether registered or unregistered (including applications for such rights). |
5 | Confidential Information. “Confidential Information” means all business, financial and technical information of the Parties, or of a third-party as to whom a Party has an obligation of confidentiality, whether disclosed before or after the Effective Date and whether disclosed in writing, orally, by electronic delivery, or by inspection of tangible objects. Confidential Information includes, without limitation, trade secrets, ideas, |
5.1 | Maintenance of Confidentiality and Limitations on Use. Each Party will hold in strict confidence and keep confidential all Confidential Information disclosed to it by the other. The Parties will use at least the same degree of care to avoid publication or dissemination of such Confidential Information as it uses with respect to similarly confidential information of its own, but in no event less than reasonable care. Use of such Confidential Information by such Party will be strictly limited to activities directly in support of its activities under this Agreement. The Parties will disclose such Confidential Information on a need-to-know basis only, and in all events only to such employees and independent contractors who are informed of the confidential nature of the Confidential Information and are bound by obligations substantially similar to those set forth herein applicable to such Confidential Information. Each Party hereby guarantees the performance of the provisions hereof by each person obtaining disclosure of such Confidential Information directly or indirectly from such Party. |
5.2 | Copying and Return of Confidential Information. Each Party shall not make any copies or extracts of Confidential Information, or include such Confidential Information in its own materials except as reasonably required directly in support of its activities under this Agreement. When a Party no longer has need thereof in support of its activities under this Agreement or upon request of the other Party, whichever occurs first, such Party shall promptly cease using and shall return or destroy (and, if requested, certify destruction of) all such Confidential Information along with all tangible and electronic copies which it may have made, provided, however, that a Party is not obligated to remove Confidential Information from back up devices that have been made and are maintained in accordance with a corporate records retention policy. |
5.3 | Certain Exceptions. Information will not be, or will cease being, Confidential Information, as the case may be, if Supplier can show: |
5.3.1 | that such information entered the public domain other than by breach of this Agreement on the part of any Party obligated to confidentiality hereunder; |
5.3.2 | it is rightfully known to the receiving Party without obligation of confidentiality to any third-party prior to receipt of same from the disclosing Party as evidenced by bona fide written, dated documents; |
5.3.3 | it is independently developed by personnel of the receiving Party who have not had access to Confidential Information of the disclosing Party; and, |
5.3.4 | that it is generally made available to third-parties by the disclosing Party without obligation of confidentiality. |
5.4 | Legally Required Disclosure. A Party shall not be in breach hereof if it discloses Confidential Information pursuant to a judicial or governmental order, or as required by applicable law or the rules |
5.5 | Defend Trade Secrets Act. Notwithstanding anything in this agreement to the contrary, a receiving Party is hereby notified in accordance with the US Defend Trade Secrets Act of 2016 that it will not be held criminally or civilly liable under any US federal or state trade secret law for the disclosure of a trade secret that: (x) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. |
5.6 | Trading in Securities. Supplier acknowledges that it is aware, and agrees to advise its directors, officers, employees, agents and representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning PNC, its parent and affiliate companies including BellRing Brands, Inc. and Post Holdings, Inc. from purchasing or selling securities of those companies or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. |
5.7 | Title. As between the Parties, title or right to possess Confidential Information of PNC, except as otherwise provided herein, shall remain in PNC. Nothing in this Agreement shall be construed as granting or conferring any rights to any Confidential Information, except as otherwise explicitly stated in this Agreement. |
5.8 | No Representation or Warranty. Except as expressly set forth herein, neither Party makes any representations or warranties of any nature whatsoever with respect to any Confidential Information it may provide, including, without limitation, any warranties of merchantability, fitness for a particular purpose or accuracy. All Confidential Information is provided on an “as-is” basis, and the recipient assumes all responsibility for its use thereof or reliance thereon. Further, each Party understands and acknowledges that any confidential information received from the other Party concerning future plans may be tentative and may not represent firm decisions concerning such plans, and neither Party shall be liable to the other Party for inaccuracies in Confidential Information under any theory of liability. |
6 | Term and Termination. |
6.1 | This Agreement will commence on the Effective Date and continue for an Initial Term of five (5) years, and will automatically renew for additional periods of five (5) years unless one Party notifies the other of its intention not to renew, no less than 12 months prior to the expiration of the then-current term, unless terminated as permitted under this Agreement. |
6.2 | Either Party may terminate this Agreement for cause if the other Party fails to perform any material provision of this Agreement or commits a material breach of this Agreement which is not corrected within [***] after receiving written notice of the failure or breach. except that if the default is by |
6.3 | This Agreement will automatically terminate if either Party becomes insolvent or files a petition in bankruptcy, if a Party makes an assignment for the benefit of a creditor, if a receiver is appointed to take possession of any part of a Party’s assets or if a Party becomes unable generally to pay its debts as they become due, or otherwise ceases to do business. |
6.4 | On the termination of this Agreement for any reason, all rights granted to Supplier under this Agreement will immediately cease, and Supplier must deliver to PNC all written or recorded materials relating to the Confidential Information of PNC in the possession or control of Supplier or any of its related party, subject to Section 5.2. |
7 | Indemnification and Insurance. |
7.1 | Each Party will defend and hold harmless the other Party and its subsidiaries, affiliates, officers, directors, employees, attorneys, insurers, shareholders, representatives and agents from and against any and all liabilities, losses, damages, claims, actions, proceedings, suits, costs or expenses, including reasonable attorney fees for counsel retained by the indemnified Party, brought by a Third Party, arising out of or in connection with: |
7.1.1 | any negligent or intentional act or omission of the indemnifying Party, its agents or employees; |
7.1.2 | any breach in or default by the indemnifying Party of its obligations under this Agreement; |
7.1.3 | any other loss, damage or injury caused by or arising out of the indemnifying Party’s or its agents’ or employees’ on-site visits to the indemnified Party’s premises; or |
7.1.4 | For purposes of this Section 7.1, “Third Party” means any individual, corporation, partnership, trust, cooperative, or other business organization or entity, and any other recognized organization, other than the Parties or their affiliates. |
7.2 | Except for a Party’s gross negligence or intentional acts or omissions and its obligations of indemnity under this Agreement, under no circumstances will either Party be liable to the other Party for [***]. |
7.3 | Supplier agrees to indemnify and hold PNC harmless from any and all employment-related claims, payments, entitlements, taxes, interest and penalties assessed against or obtained from PNC by any individual or authority as a consequence of or related to the performance by any agent or employee of Supplier. |
7.4 | Supplier shall maintain insurance with an insurance company with an equivalent of an A.M. Best rating of “A” or better, of the following kinds and in the following amounts during the term of this Agreement: |
7.5.1 | Comprehensive General Liability (CGL) Insurance with limits of not less than [***] each occurrence and [***] in the aggregate, including Contractual, Completed-Operations and |
7.5.2 | Umbrella/Excess Liability with limits of not less than [***]. |
7.5.3 | Workers' Compensation Coverage plus Occupational Disease Insurance if Occupational Disease coverage is required by the laws of the state where the Facility is located or work is to be performed. Employers Liability $500,000 each accident |
7.5.4 | Auto Liability $1,000,000 combined single limit. |
7.6 | Supplier shall have Buyer named as an additional insured on its insurance policies in subparts 7.5.1 and 7.5.2 above. Supplier shall furnish Buyer with a certificate from its insurer verifying that it has the above insurance in effect during the duration of this Agreement and that insurer acknowledges (a) the contractual liability assumed by Supplier in this Agreement and (b) that Buyer is an additional insured on such policies and (c) Supplier’s CGL policy is primary and Buyer’s CGL policy is non-contributory and (d) a waiver of subrogation shall be provided in favor of Buyer on the CGL, Workers’ Compensation and Auto policies. Said certificate of insurance shall require Supplier’s insurance carrier to give Buyer no less than ten (10) days written notice of any cancellation or change in coverage. Failure to secure such insurance as of the date of execution of this Agreement shall constitute a breach of this Agreement. Supplier shall provide to PNC a certificate evidencing such insurance within thirty (30) days of a request for same from PNC. |
7.7 | Supplier shall, at its own expense, maintain throughout the term of this Agreement, all insurance required by law or regulation in all countries in which this Agreement will be performed. |
8 | Recall. If Ingredients provided by Supplier under this Agreement are misbranded, contaminated, or otherwise unfit for human consumption at the time they are delivered to PNC or its TPM (“Defect”), PNC in its sole discretion will make a determination of the necessity of a recall, market withdrawal, inventory retrieval, or other action designed to prevent the distribution or sale of the affected Finished Products, plus the type, extent, method of handling, disposition of the Finished Products as well as any affected work in progress, and all other particulars involved in such an action (a “Recall”), and PNC will execute any Recall. Supplier, in its sole discretion, will make a determination of the necessity of a recall, market withdrawal, inventory retrieval or other action designed to prevent the distribution or sale of the Ingredients. Subject to Section 9.1, Supplier shall bear the complete responsibility for a Recall occasioned by a Defect in the Ingredient and shall indemnify PNC for [***] resulting from or related to the Recall. Any Recall occasioned by PNC labels or by tampering with the Ingredients after they have left Supplier’s control, or by improper storing or handling by PNC, will not be considered a Defect. |
9 | Limitation of Liability. |
9.1 | The maximum liability of one Party to the other Party and its affiliates in relation to this Agreement will be [***] (“Liability Cap”), provided however that: |
9.1.1 | The Liability Cap will not apply to any (1) material confidentiality breach under Section 5, and/or (2) indemnification obligations under Section 7.1. |
9.1.2 | The Liability Cap will not apply to intentional misconduct and/or gross negligence. |
9.2 | For the purpose of this Section, “liability” means liability for any and all claims, causes of action, judgments, costs and expenses (including but not limited to reasonable attorney fees and expenses), reimbursements, losses, and any and all other liabilities and damages of any kind, whether in contract, tort (including negligence), equity, statute or otherwise arising out of, in relation to or as a result of this Agreement. |
10 | Force Majeure. |
10.1 | Neither Party will be liable for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control, including, but not limited to, an act of nature, drought, outbreak of foot and mouth disease, port and other transport strikes, war, fires, quarantine restrictions, insurrections or riots, energy shortages, embargo or the inability to obtain supplies or raw materials because of a global shortage or governmental action (a “Force Majeure Event”). Notwithstanding anything herein to the contrary, in the event of a Force Majeure Event, or any other circumstance that limits Fonterra’s ability to produce or deliver product, Supplier will exercise its best efforts to comply with its obligations hereunder, mitigate the adverse impact on and not disfavor PNC, and will treat it in parity with its other customers. |
10.2 | Any obligation of either Party under this Agreement will be postponed until the cause underlying the Force Majeure Event has been eliminated, at which time the obligation will again be in effect. Any loss of time by the Force Majeure Event will not be held against the Party who was unable to comply with its obligations under this Agreement because of the Force Majeure Event. The Party unable to comply with its obligations under this Agreement will immediately notify the other Party in writing that a Force Majeure Event has delayed its performance and will state, to the best of its knowledge, the revised date for performance. If a Force Majeure Event persists for longer than [***], the Party not directly affected by the Force Majeure Event may terminate this Agreement with regard to any relevant Master Purchase Commitments or Purchase Orders. |
10.3 | Should Supplier be unable to comply with its obligations under this Agreement because of a Force Majeure Event, PNC may obtain elsewhere the Ingredients the Supplier was unable to deliver because of the Force Majeure Event and those Ingredients will be credited against any relevant Minimum Purchase Commitment. PNC will not be obligated to purchase those Ingredients from Supplier at a later time. |
11 | Notices. Notices contemplated by this Agreement must be in writing and may be sent by registered or certified mail, postage prepaid, to the address specified in the first paragraph of this Agreement or to any other address designated by prior written notice. |
12 | Governing Law; Dispute Resolution. |
12.1 | This Agreement will be governed by the laws of the State of Delaware without regard to its conflicts of law principles. |
12.2 | The Parties consent to, acknowledge, and agree that any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, shall be brought exclusively before the state and federal courts in and for the City of Wilmington and County of New Castle, Delaware Each Party waives any objection based on forum non conveniens. |
13 | Assignment. Neither Party may transfer or assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to any entity controlled by it, its parents, subsidiaries, or affiliates, or to any purchaser of the business to which this Agreement relates subject to the other Parties consent which will not be unreasonably withheld or delayed. |
14 | Supplier Conduct. Supplier agrees to engage in responsible and ethical business practices and conduct itself in full compliance with all applicable laws, rules, and regulations in every country in which it does business. |
15 | California Transparency Act. PNC does not accept or support the use of illegal, abusive, or forced labor in our own facilities. Within its supply chain, Supplier will comply with all laws of the country they are doing business in and are subject to. |
16 | U.S. Government Affirmative Action Regulations. During the performance of this contract or any purchase order issued hereunder, the Supplier agrees to comply with all applicable Federal, state and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR §60-1.4, 41 CFR §61-300.10, 29 CFR Part 471 Appendix A to Subpart A, 41 CFR §60-300.5 and 41 CFR §60-741.5, which specific clauses are herein incorporated by reference into all covered contracts and subcontracts as required by Federal law. This Supplier and any applicable subcontractor shall abide by the requirements of 41 CFR §60-300.5(a) and §60-741.5(a) to the extent applicable. These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities. |
17 | Fair Labor Practices. |
17.1 | Supplier shall provide workers with clean, safe and healthy work environments; recognize and respect the right of employees to free association and collective bargaining in accordance with law; comply with all applicable wage and hour laws; and properly verify the employment eligibility of its employees. |
17.2 | Forced Labor. Suppliers will not employ, use or otherwise benefit from involuntary labor, forced labor, or labor that results from slavery or human trafficking. Supplier hereby certifies that: (i) it is in compliance with this paragraph; and (ii) all materials incorporated into its products comply with all applicable laws addressing slavery, human trafficking and other forms of forced labor. Supplier shall provide PNC with documentation establishing compliance with this paragraph upon [***] notice. |
17.3 | Child Labor. Supplier will not employ anyone under the legal working age defined by local law. Supplier will comply with all applicable laws addressing the working requirements and conditions for child workers. |
17.4 | Respectful Workplace. Supplier shall prohibit all forms of unlawful discrimination, abuse, harassment, violence and retaliation. |
18 | Gifts and Entertainment. Supplier will not offer any gift to a PNC employee, contractor, or agent that is: (i) more than a nominal value; (ii) more than an infrequent occurrence; (iii) cash or cash equivalents; or (iv) illegal, sexually oriented, offensive or otherwise inappropriate. |
19 | Environment & Sustainability. Supplier will comply with all applicable environmental laws and reporting obligations, maintain all required permits, and strive to responsibly manage the impacts of their operations on the environment. |
20 | Anticorruption. Suppliers will not, directly or indirectly, offer improper gifts to government employees, engage in bribery or fraud, or take any other action that would cause a violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or any other applicable anti-corruption law. |
21 | Miscellaneous. |
21.1 | If any provision of this Agreement is determined to be illegal or unenforceable, all other provisions will continue in full force and effect. |
21.2 | This Agreement may be executed concurrently by original or facsimile signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
21.3 | Each right and remedy of each Party described in this Agreement is cumulative and in addition to every other right or remedy, express or implied, now or hereafter arising, available to such Party, at law or in equity, or under any other agreement. No delay or omission by either Party in the exercise of any right or remedy arising under this Agreement will impair any such right or remedy or the right of such Party to resort thereto at a later date or be construed to be a waiver of any default under this Agreement. The indemnities, representations and warranties of each Party will survive termination of this Agreement. |
21.4 | This Agreement, together with any schedules and exhibits and any Purchase Orders, Specifications and COAs, constitutes the complete agreement between the Parties and supersedes all prior agreements between the Parties regarding this subject matter. The Parties hereby agree that any such prior agreements are hereby terminated. No other contracts, warranties, promises or representations, either oral or in writing, relating to this Agreement will bind either Party except for the Purchase Orders, Specifications and COAs. This Agreement may not be amended or modified except by a writing signed by an authorized representative of the Party against whom such amendment or modification is asserted. This Agreement will be binding upon, and will inure to the benefit of, the parties, their successors and permitted assigns. |
Fonterra (USA) Inc. | Premier Nutrition Company, LLC | |
By: [***] | By: /s/ Paul Rode | |
Title: President | Title: CFO |
Fonterra (USA) Inc. | Premier Nutrition Company, LLC | |
By: | By: /s/ Paul Rode | |
Title: | Title: CFO |
1. | Term |
1.1. | This Commitment shall commence on January 1, 2020 for an Initial Term of 2 years (up to December 31, 2021). |
1.2. | Following the expiry of the Initial Term, the Commitment will automatically renew for additional periods of two years. |
1.3. | Either party may provide written notification of termination to the other party not less than [***] prior to the expiry of the then-current term. |
1.4. | The Initial Term and any additional terms may be referred to collectively as the “Term”. |
2. | Product |
2.1. | Milk Protein Concentrate [***] as specified in Exhibit A to this Master Purchase Commitment (“Ingredient”). |
2.2. | Fonterra is currently seeking to source MPC from up to two manufacturing plants (“New Plants”) located in the United States and/or Europe. In the event Fonterra desires to seek qualification from PNC for such New Plants, PNC agrees that it will commit and deploy the resources necessary to complete PNC’s qualification process without delay provided Fonterra shall use all reasonable endeavors to cooperate with PNC on a timely basis. Notwithstanding the foregoing, nothing in this provision obligates PNC to approve the qualification of any New Plant unless such New Plant successfully meets all quality standards as required by PNC’s Quality Assurance. |
3. | Quantities |
3.1. | [***] (“Minimum Forecast Volume”). |
3.2. | Volumes of Product ordered during the Term by PNC directly, or by its TPMs on PNC’s behalf, are included as part of the Minimum Forecast Volume. |
3.3. | PNC’s TPMs include: [***] |
3.4. | PNC may add or remove TPMs from time to time with Fonterra’s consent, which consent will not be unreasonably withheld or delayed. |
3.5. | Any purchase orders submitted by PNC for volume in addition to that specified in any Master Purchase Commitment (“Additional Volume”) may be supplied by Supplier on a spot basis as agreed by the parties. |
4. | Price |
4.1. | Supply Chain Cost definition |
Supply Chain | The table below specifies the United States Dollar/Metric Tonne (“USD/MT”) freight rate [***] The freight rates above are valid until the 31st of December 2020. The Freight Rates may be updated by Fonterra on an annual basis following a transport cost review, which shall be completed by the 1st of October of each year. |
4.2. | Product Price Definition |
Price | Pricing is to be determined on a monthly basis in USD: [***] Pricing information for GDT event results and USDA NDPSR results will be taken from the websites below: https://www.globaldairytrade.info/en/product-results/skim-milk-powder/ https://usda.library.cornell.edu/concern/publications/rb68xb84x?locale=en In the event that the GDT Results record a “n.p.” result (“not published”) for a given contract period for the Ingredient, a genuine credible price was discovered, and this price will apply to the formula contained in this Supply Agreement. This is further described on the GDT website: https://www.globaldairytrade.info/en/gdt-events/gdt-events-frequently-asked-questions/#section-10 In the event that a “n.s.” result (“not sold”) is recorded for a given contract period then: • The average price of the product in the given GDT event will be used in the calculation to replace the price that would have been used for this contract period. For example, if “n.s.” was recorded for C2 then the average weighted price of C1-C6 for this event would be used in its place; • If “n.s.” is recorded for every contract period for a particular Ingredient then the percentage change on the GDT index for the given event will be taken as the price change for this Ingredient when compared to the prior event. This calculated price will then be used in place of the price that would otherwise have been recorded for this contract period. For example, if the Supply Agreement references the average C2 price for WMP Regular for the month, and the C1, C2, C3, C4, C5 and C6 WMP Regular prices all record “n.s.” then the percentage movement of the entire GDT index for this event (e.g. +3%) will be taken and applied to the C2 price from the previous event (e.g. previous C2 price + 3%) and then used in the formula described in this Supply Agreement. In the event that the entire GDT platform is discontinued or temporarily ceases trading for any reason, the parties will seek to agree an alternative index for the purposes of calculating the Prices in accordance with the formula above. In the absence of agreement being reached between the parties the last applicable GDT result shall be used to calculate the Price and either party may give one months’ notice to terminate this Supply Agreement and no party shall have any claim against the other except in respect of matters arising prior to the date of termination. Notwithstanding the foregoing, at any time prior to the time when PNC will provide Fonterra with a [***] forecast (in accordance with sections 5.1 through 5.4 below), PNC and Supplier may mutually agree to alternative pricing models (“Alternative Pricing Models”) for pricing Products purchased from the Supplier for a specified delivery window. PNC has the option, within five (5) business days pf receipt of an Alternative Pricing Model (the “Acceptance Window”) to accept the Alternative Pricing Model offered for the upcoming [***] period. |
4.3. | The Domestic Supply Chain Costs [***] for delivering to the TPMs’ locations will be reviewed each August and December and the updated cost will be provided to PNC. PNC has the option to either accept the updated Domestic Supply Chain Cost or elect an “Ex-Warehouse” price to avoid the Domestic Supply Chain Costs. |
4.4. | International Supply Chain Costs including Ocean Freight, Insurance, Customs and warehousing charges will be fixed for the first 12 months of the Agreement. Beginning in January 2020 and repeating each calendar year of the Term, International Supply Chain Costs will be reviewed by Fonterra in October and updated, in Fonterra’s sole discretion, for pricing effective the following January (so January 2021 for the initial review). Fonterra will notify PNC of any change to the International Supply Chain Costs, and the basis therefore, by the end of October. |
4.5. | Most Favored Nation Pricing (“MFN”). If at any time during the Term, Fonterra sells any [***] to any Third Party in the United States: |
4.5.1. | with similar functionality and quality; |
4.5.2. | in similar volumes of [***] and of total ingredients purchased in the aggregate; and |
4.5.3. | for comparable agreement durations, when compared to any [***] sold to PNC under this Agreement, at a Net Price which is lower than the price for [***] charged to PNC under this Agreement (at the time period the comparison is made) then that lower Net Price will be substituted for the price charged to PNC for the [***] after the effective date of, and for a period commensurate with, the time period during which the lower Net Price is paid by the relevant Third Party. |
4.5.3.1. | “Third Party” means any individual, corporation, partnership, trust, cooperative, or other business organization or entity, and any other recognized organization, other than the parties or their affiliates. |
4.5.3.2. | “Net Price” means the ultimate cost to the Third Party, taking into account: |
4.5.3.2.1. | any rebates, credits, and/or discounts; |
4.5.3.2.2. | elements that may affect the costs, such as packaging parameters, testing, capital, freight, duty, port costs, insurance and warehousing costs and sales taxes; |
4.5.3.2.3. | exchange rate calculations and currency fluctuations; and |
4.5.3.2.4. | any other unusual or extraordinary factors. |
4.5.4. | [***] |
4.5.5. | Annually, Fonterra will provide PNC with a certification that Fonterra has complied with its obligations under this clause that is executed by an Officer of Fonterra. Fonterra will send such certification to PNC no later than December 31st of each calendar year during the Term. |
4.5.6. | PNC shall have the right, not more than [***] to have an independent third party auditor which is acceptable to Fonterra (“MFN Auditor”) conduct an audit of Fonterra’s compliance with this clause at its cost. The scope and form of the reporting for such audit will be as agreed by the parties. The MFN Auditor will, at the conclusion of such audit, report to the parties whether Fonterra has complied with its MFN obligations, specifying what, if any, breaches occurred with sufficient detail to enable the parties to assess the extent and magnitude of monies owed to PNC, if any. |
4.5.7. | Should the MFN Auditor find that Fonterra has not complied with this clause, then [***] |
5. | Forecasting / Purchase Orders |
5.1. | On or about [***] PNC will provide Fonterra with a forecast setting out how much [***] it will order, directly or through its TPMs, for [***]. |
5.2. | On or about [***] PNC will provide Fonterra with a forecast setting forth how much [***] it will order, directly or through its TPMs, for [***]. |
5.3. | On or about [***] PNC will provide Fonterra with a forecast setting out how much [***] it will order, directly or through its TPMs, for [***]. |
5.4. | On or about [***] PNC will provide Fonterra with a forecast setting forth how much [***] it will order, directly or through its TPMs, for [***]. |
5.5. | [***]. |
5.6. | PNC will issue Purchase Orders, directly or in combination with Purchase Orders issued to Fonterra by PNC’s TPMs for a total of no less than [***] Metric Tons of Product [***]. |
5.7. | If the Purchase Orders described in section 5.6 above for the Product [***] of the Minimum Forecast Volume, such does not constitute breach, and Fonterra shall be entitled to invoice PNC, and PNC shall be required to pay undisputed invoices within forty-five (45) Business Days of receipt of any such invoice for the difference between the volume PNC ordered during [***] and the Minimum Forecast Volume (the “Untaken Volume Fee”). The Untaken Volume Fee will be calculated as: |
6. | Delivery Terms: Per relevant Purchase Orders |
7. | Payment Terms: Per relevant Purchase Orders |
1.24 | “Participant” means any Director who participates in the Plan. |
A. | Overview. This Plan Document and Summary Plan Description is effective January 1, 2020 and sets forth the BellRing Brands, LLC Executive Severance Plan (the “Plan”), which provides severance benefits (“Severance Benefits”) to certain eligible employees employed by BellRing Brands, LLC (the “Company”) or its subsidiaries (the Company or such applicable subsidiary being the “Employer”). This Plan supersedes and replaces any other severance plan for the group of employees eligible under this Plan, and any such other severance plan shall be void and without further effect with respect to such employees. The Plan is part of the BellRing Brands, LLC Health and Welfare Benefit Plan. |
B. | Eligibility. In addition to the applicable requirements set forth in Article II, to be eligible for the Severance Benefits provided under this Plan: |
1. | You must be classified by the Company or your Employer as a regular, active common law employee of an Employer working in the United States and designated by the Board of Directors or the Corporate Governance and Compensation Committee of BellRing Brands, Inc. as both: (a) a Section 16 officer (as described in the Exchange Act of 1934 or any successor law thereto) of BellRing Brands, Inc., and (b) eligible to receive the severance benefits described herein (collectively, the “Employees”). This Plan does not apply to employees of the Company or the Employer covered by the Post Holdings, Inc. Executive Severance Plan, and any such individuals shall not be Employees hereunder. “You” and “your” shall refer to Employees; |
2. | You must not be covered otherwise by a written employment agreement (unless such agreement specifically provides for Severance Benefits to be paid under this Plan) or other severance plan or agreement of the Employer, the Company, the Company’s parent companies, or the Company’s subsidiaries; |
3. | The Plan Administrator must determine in writing, and in its sole discretion, that the termination of your employment with the Employer was under circumstances that qualify for eligibility for benefits under this Plan. Generally, the Plan Administrator may determine that this includes, but is not necessarily limited to, a broad reduction of the Employer’s or Company’s work force, or a reorganization or restructuring of the Employer or the Company. The fact that you are receiving this document does not necessarily mean that you are eligible to receive a benefit; |
4. | You must return Employer property that is in your possession, custody or control within ten (10) days of the date of your Termination of Employment. This “property” includes, but is not limited to, all materials, documents, plans, records or papers or any copies of such documents which in any way relate to the Employer’s affairs. This property further includes all tools, vehicles, credit cards, laptop computers, personal digital devices/cell phones, guideline manuals, money owed due to Company-sponsored credit cards, and any money due to your Employer; |
5. | You must have timely executed a Severance and Release Agreement in the form required by the Employer that includes, among other things, a full and general release of claims in favor of the Employer and its affiliates, a confidentiality provision and a cooperation provision and you must not revoke this agreement; and |
6. | You must cooperate in the efficient and orderly transfer of your duties and responsibilities to other employees, including transitioning records in your possession under any applicable Company records management policy. |
• | leave the employment of the Employer voluntarily, including their retirement, except to the extent specifically provided for in Article II.B or Article II.C of the Plan; |
• | are terminated, but the Plan Administrator does not determine in writing that the circumstances of the Employee’s termination qualify for eligibility under this Plan; |
• | terminate employment due to accident, illness, short or long-term disability or death; |
• | receive an intercompany transfer to a position with BellRing Brands, LLC or one of its subsidiaries or affiliates (though such transfer may give rise to Good Reason with respect to the benefits described in Article II.B and Article II.C of the Plan); |
• | are temporarily laid off or receive a military leave of absence; |
• | have received, or are eligible for, under any other severance plan, program, policy, arrangement or agreement, of or from the Employer, Company, or the Company’s parent companies or subsidiaries; |
• | refuse to accept an offer from the Employer or Company (or any subsidiary, affiliate or parent of the Employer or Company) for a position of comparable responsibilities or salary with such company at the time of their Termination of Employment and such position is within 50 miles from their current work location; |
• | terminate employment or are terminated in connection with a Business Change (as determined by the Plan Administrator), except to the extent provided for in Article II.C of the Plan and constituting a Qualifying Termination after such Business Change; or |
• | are notified in advance of the designated date of their Termination of Employment and voluntarily terminate their employment (except for your termination of employment for Good Reason with respect to the benefits described in Article II.B and Article II.C of the Plan) prior to the designated Termination of Employment date and thus are not actively employed with the Employer on the designated Termination of Employment. For example, assume your Employer notifies you on September 1 that your employment will be terminated November 1. If you choose to quit your |
A. | Severance Payment for Termination Other Than in the Context of a Change in Control |
1. | Eligibility. The following eligibility requirements apply, in addition to all other terms and conditions of the Plan, in order to be eligible for the amounts and benefits under Article II.A. |
(a) | The Plan Administrator must determine in its sole discretion, that the termination of your employment with the Employer was involuntary and under circumstances that qualify for eligibility for benefits under this Plan. The Plan Administrator must determine, in its sole discretion, that you have lost your position through no fault or action of your own and that you are not entitled to benefits under Article II.B or Article II.C of the Plan; |
(b) | Your employment must not be terminated for Cause, inadequate or unsatisfactory performance, or misconduct (including mismanagement of a position of employment by action or inaction, neglect that jeopardizes the life or property of another, intentional wrongdoing or malfeasance, intentional violation of a law, or violation of a policy or rule adopted to ensure the orderly work and the safety of employees); and |
(c) | You must receive a notification letter or memorandum from the Plan Administrator or its designee, at the time of your Termination of Employment stating that you are eligible to receive a benefit under this Plan. |
2. | Payment. |
(b) | All Severance Payments will be subject to deductions for Federal, state and local taxes and all other legally required or otherwise authorized deductions. Neither the Company nor the Employer make any guarantees or warranties regarding the tax consequences of any payment. The Severance Payment will be in addition to any regular salary earned through your last date of employment and in addition to pay for any earned, but unused vacation which has not been taken, as determined in accordance with normal Employer policies. |
(c) | Severance Payments are not considered “benefit earnings” for purposes of any benefit plan of the Company, Employer, or their parent companies, unless and only to the extent required by the terms of such plans or by applicable law. |
(d) | The Severance Payment and any amount otherwise due to an Employee from the Employer under this Plan must be paid (or commence, as applicable) to such Employee on the next normal payroll processing cycle after the later of: 1) the Employee’s Termination Date; and 2) the expiration of seven days (fifteen days for Minnesota Employees) after the execution and return of the Severance and Release Agreement (as applicable) without the Employee having revoked the Agreement. In no event will any Lump Sum Severance Payment be made later than two and one-half months following the calendar year in which the Termination Date occurred. Any payments hereunder, including any Series Severance Payment, must be paid no later than 24 months after the Employee’s separation from service occurs. |
(e) | You will not be penalized in any way for using the full, allotted period to review the Severance and Release Agreement. |
3. | Benefits Subsidy. |
(a) | Upon Employee’s Termination Date, eligible Employees and any eligible covered dependents at the time of the Termination Date shall, upon proper application, be eligible for COBRA healthcare continuation coverage under the Company’s health, dental, vision and health flexible spending group health plans, to the extent provided under such plans and applicable law. To the extent Employee properly elects and becomes entitled to COBRA continuation coverage with respect to Company’s health, dental or vision group health plans, Employee shall be responsible for a portion of the cost of COBRA continuation coverage based on the current cost sharing percentage for active employees under the plans and the Company or Employer shall pay the remaining portion for a period of 12 weeks (“Benefit Subsidy Period”) or until such time that Employee retains group health coverage under a subsequent employer plan, whichever is earlier, subject to |
(b) | The Benefit Subsidy Period may not exceed 12 weeks. The Company will increase or decrease the Employee’s portion of the plans’ cost during the Benefit Subsidy Period at the same time and on the same terms that such changes apply to then current employees, and the Company need not continue to provide a benefit to an Employee if it has terminated that benefit with respect to active employees. |
(c) | With the exception of the benefits described in this Plan, all other Employer-provided benefits will cease on the date your employment with the Employer terminates. |
(d) | Employee must notify the Plan Administrator in writing within seven days if Employee obtains other group health coverage under a subsequent employer plan during the Benefit Subsidy Period. If Employee fails to timely notify the Plan Administrator, the Company reserves the right to recover the Company or Employer-paid portion of the cost of coverage for periods beginning on the date such Employee obtains the other group health coverage. |
4. | Bonus Award. |
(a) | If an Employee is a participant in the BellRing Brands, Inc. Senior Management Bonus Program (“Bonus Program”), such Employee will be eligible to receive a lump sum payment (“Lump Sum Bonus Payment”) of any applicable Bonus Program award on a pro-rata basis using as a numerator, the number of full weeks worked during the fiscal year as of the Employee’s Termination Date and a denominator of 52, less statutory deductions (such amount, the “Bonus Amount”). Notwithstanding the foregoing, BellRing Brands, Inc. may, in its sole discretion, pay (or cause the Company or the Employer to pay) the Bonus Amount in a series of payments equal in the aggregate to the Lump Sum Bonus Payment (“Series Bonus Payment,” or “Lump Sum Bonus Payment,” each referred to as the ‘Bonus Payment’), provided that the period selected by the Company for the Series Bonus Payments shall result in the amount of each individual Series Bonus Payment being no less than the amount of Base Pay received in the Employee’s last regularly scheduled pay period, less applicable withholding, but only to the extent any such payment of the Bonus Amount as a Series Bonus Payment would not cause a payment to be subject to Internal Revenue Code Section 409A or result in adverse tax consequences under Internal Revenue Code Section 409A, in which event such amount shall be paid as a Lump Sum Bonus Payment to the extent necessary to avoid such application of Internal Revenue Code Section 409A. The pro-rata Bonus Program award will be subject to the terms and conditions of the applicable Bonus Program documents including any relevant performance criteria. Performance shall be assessed at the time of Employee’s Termination Date by the Company and any determination of an award shall be entirely in the discretion of BellRing Brands, Inc. |
(b) | Any Lump Sum Bonus Payment will be paid within 65 days following the Employee’s Termination Date. Any Series Bonus Payment will commence within 65 days following the Termination Date and the last payment will not occur later than 24 months following the Termination Date. Notwithstanding anything herein to the contrary, payment of a bonus shall be subject to any applicable, valid deferral elections applicable to such bonus and subject to any other time of payment required under Internal Revenue Code Section |
5. | Outplacement Services. |
(a) | The Employer will provide outplacement services to Employees the terms and length of which shall be determined in the sole discretion of the Employer. |
(b) | Outplacement services may not be provided for a period in excess of two years from the Termination Date. |
B. | Termination in the Context of a Change in Control |
1. | Eligibility and Payment. In the event an Employee is eligible for the Plan under all terms and conditions of the Plan and if the Employee is involuntarily terminated by the Company or the Employer other than for Cause or if the Employee terminates employment for Good Reason (during the 90-day period following the initial existence of Good Reason) either: a) within 24 months following a Change in Control or b) prior to a Change in Control, if (i) the termination occurs after a public announcement by BellRing Brands, Inc. of a potential Change in Control; (ii) the termination occurs no more than 60 days prior to consummation of the Change in Control; and (iii) the Change in Control is consummated, then the Employee will receive the following (in each case reduced or offset by any amounts or benefits previously received under Article II.A) (“CIC Severance Amount”): |
(b) | All Severance Payments will be subject to deductions for Federal, state and local taxes and all other legally required or otherwise authorized deductions. Neither the Company nor the Employer make any guarantees or warranties regarding the tax consequences of any payment. The Severance Payment will be in addition to any regular salary earned through your last date of employment and in addition to pay for any earned, but unused vacation which has not been taken, as determined in accordance with normal Employer policies. |
(c) | Severance Payments are not considered “benefit earnings” for purposes of any benefit plan of the Company, Employer, or their parent companies, unless and only to the extent required by the terms of such plans or by applicable law. |
(d) | The Lump Sum Severance Payment and any amount otherwise due to an Employee from the Employer under this Plan, other than a Series Severance Payment, must be paid to such Employee on the next normal payroll processing cycle after the later of: 1) the Employee’s Termination Date; and 2) the expiration of seven days (fifteen days for Minnesota Employees) after the execution and return of the Severance and Release Agreement (as applicable) without the Employee having revoked the Agreement. In the context of a termination which occurs within the 60 days prior to a Change in Control, any payments that are due to Employee under Article II.B.1, that are in addition to payment already made in lump sum or that are in pay status (e.g., for example, through Series Severance Payments) under this Plan, shall be paid on the date of the Change in Control or on the next normal payroll date following the date of the Change in Control. Payment of the Series Severance Payment, if applicable, to the Employee shall commence on the next normal payroll date after the later of: 1) the Employee’s Termination Date; and 2) the expiration of seven days (fifteen days for Minnesota Employees) after the execution and return of the Severance and Release Agreement (as applicable) without the Employee having revoked the Agreement. In no event will any Lump Sum Severance Payment be made later than two and one-half months following the calendar year in which the Termination Date occurred. Any payments hereunder, including any Series Severance Payment, must be paid no later than 24 months after the Employee’s separation from service occurs. |
(e) | You will not be penalized in any way for using the full, allotted period to review the Severance and Release Agreement. |
2. | Other Benefits/Payments. The additional benefits and payments set forth in Articles II.A.3-5 of this Plan shall apply to Employees terminated in the context of a Change in Control (in each case reduced or offset by any amounts or benefits previously received under Article II.A). |
C. | Business Change. In the event that, as determined by the Plan Administrator in its sole discretion, (a) you meet the eligibility requirements set forth in Articles I and II.A., (b) a Business Change occurs prior to a Change in Control, (c) you have not become eligible for any Severance Benefits or Severance Payments (including but not limited to the CIC Severance Amount) under this Plan, and (d) you remain in the employ of the Company or the Employer until a Business Change has occurred, then upon your involuntary termination of employment by the Company or the Employer other than for Cause or your termination of employment for Good Reason (during the 90-day period following the initial existence of Good Reason), in either case, within two years after that Business Change (“Qualifying Termination”), you will be eligible for the benefits described in Article II.B.1(a) and Article II.B.2 in such amount, time, form and manner and subject to such terms and conditions under Article II.B. as though the Business Change were a Change in Control in Article II.B. Any Qualifying Termination under this Article II.C shall not be considered a termination of employment entitling you to any payments or benefits under the Plan other than those |
D. | Non-Duplication of Benefits. In no event will you (a) be eligible to receive total payments or benefits under this Plan exceeding those described in Article II.B or Article II.C; (b) be eligible to receive payments and benefits under both Article II.B and Article II.C; or (c) be eligible to receive payments and benefits under both Article II.A and Article II.C. |
A. | Minimum Benefit and WARN Notice Period. If your layoff is subject to the requirements of the Worker Adjustment and Retraining Notification Act (WARN), you will receive pay for a period of at least 60 calendar days from the date that you are first notified of your layoff. If your last date of work is before the end of the 60 calendar day period, you will receive your Severance Benefits in the form of salary/benefit continuation (excluding short and long-term disability coverage) until the end of the WARN period. Salary continuation in lieu of WARN notice shall constitute benefit earnings for purposes of the Company benefit plans to the extent provide by the terms of such benefit plans or applicable law. If you are still owed Severance Benefits after this time, you will receive any remaining payment in a lump sum and additional benefits pursuant to the Benefit Subsidy, described herein. Layoffs subject to notice requirements under state laws similar to WARN are subject to similar treatment. |
B. | Reductions to Severance Benefits |
1. | Notwithstanding anything herein to the contrary, in order to maintain the Plan’s status as a “welfare plan” under ERISA, a Severance Payment shall be reduced so that the sum of the Severance Payment and all other amounts that become due to Employee from the Employer under this Plan as a result of such Employee’s Termination of Employment (“Separation Amounts”), will not exceed two times the Employee’s annualized W-2 wages for the calendar year preceding the calendar year in which the Employee’s Termination of Employment occurs, and in no event will such Separation Amounts be paid over a period that exceeds 24 months after the Termination of Employment. Without limiting the foregoing, if the Company intends to rely on the involuntary separation pay exception under Section 409A of the Code and the regulations thereunder, any Severance Payment shall be reduced to the extent necessary so that the sum of the Severance Payment and all other amounts that become due to Employee from the Employer as a result of such Employee’s Termination of Employment will not exceed the amount required to fall within the involuntary separation pay exception under Section 409A of the Code and the regulations thereunder. |
2. | The amount of Severance Payment you receive will be offset by the amount (if any) you receive pursuant to WARN period as provided for herein. |
3. | No reduction in Severance Benefits will result from the value of any additional vesting or extended exercisability of equity-based compensation provided by Post Holdings, Inc., BellRing Brands, Inc., the Company or Employer pursuant to any other agreement. |
C. | Rehire and Repayment. Notwithstanding any provisions in this Plan, all pay and benefits under this Plan will cease upon your date of rehire with the Company, the Employer or any of their parents, affiliates or subsidiaries (and, in the case of a Change in Control or Business Change, if applicable, your date of rehire with an applicable acquirer or successor to BellRing Brands, Inc., the Company or your Employer). In the event an Employee becomes so reemployed during the Severance Period, Employee will be required to repay a prorated portion of the Severance Payment to the Company in a time and manner designated by the Company. |
D. | Excise Tax. If any payment by the Company (and any company required to be aggregated with the Company for purposes of 280G) or the receipt of any benefit from the Company (whether or not pursuant to this Plan) is an “excess parachute payment” as such term is described in Section 280G of the Internal Revenue Code so as to result in the loss of a deduction to the Company or Employer under Internal Revenue Code Section 280G or in the imposition of an excise tax on the Employee under Internal Revenue Code Section 4999, or any successor sections thereto (an “Excess Parachute Payment”), then the Employee shall be paid either 1) the amounts and benefits due, or 2) the amounts and benefits due under this Plan shall be reduced so that the amount of all payments and benefits due that are “parachute payments” within the meaning of Internal Revenue Code Section 280G (whether or not pursuant to this Plan) are equal to one-dollar ($1) less than the maximum amount allowed under the Internal Revenue Code that would avoid the existence of an “Excess Parachute Payment,” whichever of the 1) or 2) amount results in the greater after-tax payment to the Employee. |
E. | Definitions |
1. | “Base Pay” is your regular base salary rate for your last regularly scheduled pay period immediately preceding the date of your Termination from Employment, as determined by the Plan Administrator, in its sole discretion. Base Pay excludes overtime pay, bonuses, car allowance, commissions, fees, incentive allowances, equity compensation and employer-provided benefits and any other items determined by the Plan Administrator in its sole discretion. |
2. | “Business Change” means that, prior to any Change in Control, the subsidiary of BellRing Brands, Inc., with which you are employed is transferred to a person unaffiliated with BellRing Brands, Inc., wherein such subsidiary ceases to be a part or affiliate of BellRing Brands, Inc., all as determined by the Plan Administrator in its sole discretion. |
3. | Termination for “Cause” means termination of Employee’s employment because, in the Company’s good faith belief, a) Employee willfully and continually failed substantially to perform Employee’s duties (i.e. due to Employee’s failure to perform job functions at an appropriate level); b) Employee committed an act or acts that constituted a misdemeanor (other than a minor traffic violation) or a felony under the law of the United States (including any subdivision thereof) or any country in which Employee is assigned (including any subdivision thereof), including, but not limited to, Employee’s conviction for or plea of guilty or no contest to any such misdemeanor or felony; c) Employee committed an act or acts in material violation of the Company’s or Employer’s significant policies and/or practices applicable to employees at the level of Employee within the Company’s organization; d) Employee willfully acted, or willfully failed to act, or acted with gross negligence, in a manner that was injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates or parents, e) Employee acted in a manner unbecoming of Employee’s position with the Company, regardless of whether such action or inaction occurs in the course of the performance of Employee’s duties with the Company or Employer; or f) Employee was subject to any fine, censure, or sanction of any kind, permanent or temporary, issued by the Securities and Exchange Commission or the New York Stock Exchange or any other stock exchange. |
4. | “Change in Control” means a “Change in Control” of BellRing Brands, Inc. as defined in the BellRing Brands, Inc. 2019 Long-Term Incentive Plan. |
5. | “Effective Date” shall mean January 1, 2020. |
6. | “Good Reason” shall mean any of the following acts by the Company or Employer, without the prior written consent of the Employee: a) a material reduction by the Company or Employer in the Employee’s base salary, annual bonus award opportunity and annual long-term equity-based incentive opportunity, taken as a whole, provided that for purposes of determining whether there has been a material reduction: i) a reduction applied generally to all exempt employees of the |
7. | “Severance Benefits” is defined in Article I.A. |
8. | “Severance Payment” is defined in Article II.A.2(a) or Article II.B.1(a), as applicable. |
9. | “Severance Period” is defined in Article II.A.2(a) or Article II.B.1(a), as applicable. |
10. | “Severance and Release Agreement” is an agreement between you and the Employer or Company that includes, among other things, a waiver of all claims you might have against the Employer and its affiliates. This agreement is a condition to your receipt of any benefits under this Plan. The terms of the agreement will be determined by the Plan Administrator in its sole discretion. You are advised to obtain legal counsel in considering whether to sign this agreement. |
11. | “Termination Date” or “Termination of Employment” means an Employee’s last date of employment with the Company or Employer as set forth in his or her Severance and Release Agreement. |
A. | Claims Procedures When Your Benefits Are Disputed |
1. | If a dispute arises concerning whether you are entitled to benefits under this Plan or as to the amount of your benefits, you must first file a claim for benefits in accordance with the following procedure. A claim for Plan benefits must be in writing and addressed to the Plan Administrator, BellRing Brands, LLC Severance Plans, c/o Post VP, Benefits & Payroll, Post Holdings, Inc., 2600 S. Hanley Road, St. Louis, MO 63144, or any other address that may be designated from time to time. You will receive written notice from the Plan Administrator with respect to your claim within 90 days of the date the Plan Administrator received your initial claim. If special circumstances required an extension of time, written notice will be given to you before the end of this 90-day period and will explain the reasons for the delay. |
2. | If your claim is denied, you will be notified in writing. This notice will include: |
(a) | The specific reason for the denial. |
(b) | A reference to the specific Plan provisions on which the claim determination was based. |
(c) | A description and explanation of any additional information that is needed to process your claim. |
(d) | A description of the Plan’s review procedures and applicable time limits. |
(e) | A summary of your rights to take legal action. |
3. | Should you disagree with the determination, you have 60 days to request a review in writing to BellRing Brands, LLC c/o Post VP, Benefits & Payroll, Post Holdings, Inc., 2600 S. Hanley Road, St. Louis, MO 63144. |
4. | In your appeal, you must: |
(a) | State, in writing, why you believe your claim should have been approved. |
(b) | Submit any information and documents you think are appropriate. |
(c) | Send the appeal and any supporting documentation to the address above. |
5. | If you do not request a review, you will be barred from challenging the Plan Administrator’s determination. The appeals decisionmaker will reconsider your claim and its resulting decision will be issued within 60 days after your request. If more time is needed because of unusual circumstances, you will be notified in writing. |
6. | If the appeals decisionmaker denies your appeal, it will send you a notice that will include: |
(a) | The specific reason for the denial. |
(b) | A reference to the specific Plan provision on which the determination was based. |
(c) | A summary of your right to additional appeals or legal action. |
(d) | A statement of your right to obtain, free of charge, copies of documentation relevant to the decision. |
7. | If the appeals decisionmaker makes an adverse benefit determination on appeal, you may bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Any action must be commenced within 180 days following the decision on appeal of your initial claim for benefits (or following the last date for filing an appeal, if no appeal is taken). |
8. | The Company (including the Plan Administrator and its agents) have the exclusive discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and their decisions on such matters are final, conclusive and binding on all parties. Any interpretation or determination made pursuant to such discretionary authority shall be upheld on judicial review, unless it is shown that the interpretation or determination was an abuse of discretion (i.e., arbitrary and capricious). |
B. | Assignment of Benefits. Benefits under this Plan may not be assigned, transferred or pledged to a third party, for example, as security for a loan or other debt, except to repay bona fide debts to the Employer. |
C. | Financing the Plan. The Employer pays the entire cost of the Plan out of its general assets. Benefit payments are made on the authorization of the Plan Administrator or of a delegate appointed by the Plan Administrator. |
D. | Plan Administration. BellRing Brands, LLC is the Plan Sponsor and Administrator. The Plan Administrator has designated the Post Benefits Team and the Vice President, Benefits & Payroll at Post Holdings, Inc. to carry out the duties of the administrator. The Plan Administrator retains full discretionary authority over this Plan. |
E. | Successors and Assigns. This Plan shall be binding upon the Company and any successor(s) to BellRing Brands, LLC, including any persons acquiring directly or indirectly all or substantially all of the business or assets of BellRing Brands, LLC, by purchase, merger, consolidation, reorganization, or otherwise. Furthermore, upon the occurrence of a Business Change, this Plan shall be binding upon any successor(s) to the applicable subsidiary of BellRing Brands, LLC, undergoing such Business Change with respect to the Employees of such subsidiary. Any such successor shall thereafter be deemed to be the “Company” for purposes of this Plan, and the term “Company” shall include BellRing Brands, Inc. to the extent advantageous to the Employees by providing them with the benefits intended under this Plan. However, this Plan and the Company’s obligations under this Plan are not otherwise assignable, transferable, or delegable by the Company. By written agreement, the Company shall require any successor described in this Article IV.E expressly to assume and agree to honor this Plan in the same manner and to the same extent the Company would be required to honor this Plan if no such succession had occurred. |
F. | Plan Amendment and Termination. The Company reserves the right in its discretion to terminate the Plan and to amend the Plan in any manner at any time. Any amendment will not affect the Severance Benefits of those who have already been approved for and are receiving payment of benefits. Benefits for other employees, however, may be reduced or eliminated at any time. Upon final termination of the Plan, the Company will make appropriate arrangements to wind up the affairs of the Plan. Prior practices by any Employer shall not diminish in any way the rights granted to the Company under this section. Oral or other informal communications made by the Employer or the Employer’s representatives shall not give rise to any rights or benefits other than those contained in the Plan described herein and such communications will not diminish the Employer’s rights to amend or terminate the Plan in any manner. |
G. | State of Jurisdiction. This Plan shall be construed, administered and enforced according to the laws of the State of Missouri without regard to its conflict of law rules except to the extent preempted or superseded by applicable Federal laws. |
H. | Forum Selection. Any claim, lawsuit or other action relating to this Plan shall be subject to the exclusive jurisdiction of the United States District Court, Eastern District of Missouri. |
I. | No Contract of Employment. Nothing in this Plan creates a vested right to benefits in any employee or any right to be retained in the employ of the Company. |
J. | Internal Revenue Code Section 409A. This Plan is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A. Any installment payment, including under a Series Severance Payment or Series Bonus Payment shall be treated as a separate payment for purposes of Section 409A. Notwithstanding anything hereunder to the contrary, any payment which could be made or commence during a period that spans two tax years based on when an Employee executes a Severance and Release Agreement or otherwise shall be made in the later of the two tax years. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to the Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, in the event that an Employee is determined to be a specified employee within the meaning of Section 409A, for purposes of any payment on termination of employment hereunder, payment(s) shall be |
K. | No Other Benefits Provided. The Plan provides only those severance benefits described in Article II of this Plan and does not entitle any participant to health care or other welfare benefits, including but not limited to COBRA health care continuation coverage, or to bonus payments. With regard to Article IIA3 and Article IIA4, any health care continuation coverage shall be provided under and according to the terms of the Employer’s group health plans, and any bonus award shall be provided under and according to the terms of the Bonus Program, as applicable. Eligibility and coverage under any health or welfare benefit other than severance benefits, including such other benefits offered under the BellRing Brands, LLC Health and Welfare Benefit Plan, are governed by plan documents specific to those other benefits. |
L. | Statement of ERISA Rights. Participants in the BellRing Brands, LLC Executive Severance Plan, which is part of the BellRing Brands, LLC Health and Welfare Benefit Plan, are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that Plan participants shall be entitled to: |
Plan Name | BellRing Brands, LLC Executive Severance Plan, which is a component of the BellRing Brands, LLC Health and Welfare Benefit Plan |
Plan Number | 501 |
Plan Administrator | BellRing Brands, LLC c/o Post VP, Benefits & Payroll Post Holdings, Inc. 2600 S. Hanley Road St. Louis, MO 63144 (314) 644-7600 |
Name and Address of Employers Maintaining Plan | BellRing Brands, LLC and its subsidiaries See Plan Administrator section for address |
Employer & Plan Sponsor Identification Number | BellRing Brands, LLC 32-0442358 |
Type of Plan | Employee severance benefit plan |
Plan Funding | Severance benefits are self-funded and paid from the general assets of the Employer |
Agent for Service of Legal Process | Senior Vice President and General Counsel BellRing Brands, LLC 2503 S. Hanley Road St. Louis, MO 63144 (314) 644-7600 |
Plan Year | January 1 through December 31 |
1. | I have reviewed this quarterly report on Form 10-Q of BellRing Brands, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | February 7, 2020 | By: | /s/ Robert V. Vitale | ||
Robert V. Vitale | |||||
Chief Executive Chairman |
1. | I have reviewed this quarterly report on Form 10-Q of BellRing Brands, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | February 7, 2020 | By: | /s/ Darcy H. Davenport | ||
Darcy H. Davenport | |||||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of BellRing Brands, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | February 7, 2020 | By: | /s/ Paul A. Rode | ||
Paul A. Rode | |||||
Chief Financial Officer |
(a) | the quarterly report on Form 10-Q for the period ended December 31, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | February 7, 2020 | By: | /s/ Robert V. Vitale | ||
Robert V. Vitale | |||||
Chief Executive Chairman |
(a) | the quarterly report on Form 10-Q for the period ended December 31, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | February 7, 2020 | By: | /s/ Darcy H. Davenport | ||
Darcy H. Davenport | |||||
President and Chief Executive Officer |
(a) | the quarterly report on Form 10-Q for the period ended December 31, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | February 7, 2020 | By: | /s/ Paul A. Rode | ||
Paul A. Rode | |||||
Chief Financial Officer |
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Revenue (Notes) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | REVENUE The following table presents net sales by product for the three months ended December 31, 2019 and 2018.
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Intangible Assets, net (Tables) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Intangible Assets |
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Intangible Assets, net (Notes) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows:
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Earnings Per Share (Notes) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||
Earnings per Share | EARNINGS PER SHARE Basic earnings per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock units using the “treasury stock” method. BellRing Inc.’s Class B Common Stock does not have economic rights, including rights to dividends or distributions upon liquidation, and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. The following table sets forth the computation of basic and diluted earnings per share for the period beginning October 21, 2019, the effective date of the IPO, and ending December 31, 2019 (see Note 1). There were no shares of Class A Common Stock outstanding during the three months ended December 31, 2018, and as such, no computation of basic and diluted earnings per share has been provided.
Weighted-average shares for diluted earnings per share excludes 0.1 million equity awards for the period beginning October 21, 2019, the effective date of the IPO, and ending December 31, 2019 (see Note 1), as they were anti-dilutive.
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Redeemable Noncontrolling Interest (Tables) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |||||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest |
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Parent Ownership Interest, Effects of Changes, Net |
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Long-Term Debt (Notes) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Long-Term Debt | LONG-TERM DEBT The components of “Long-term debt” on the Condensed Consolidated Balance Sheet at December 31, 2019 are presented in the following table. No long-term debt was held by the Company at September 30, 2019.
Assumption of Bridge Loan On October 11, 2019, in connection with the IPO and the formation transactions, Post entered into a $1,225.0 Bridge Facility Agreement (the “Bridge Loan Facility”) and borrowed $1,225.0 under the Bridge Loan Facility (the “Bridge Loan”). Certain of Post’s domestic subsidiaries (other than BellRing Inc. but including BellRing LLC and its domestic subsidiaries) guaranteed the Bridge Loan. On October 21, 2019, BellRing LLC entered into a Borrower Assignment and Assumption Agreement with Post and the administrative agent under the Bridge Loan Facility, under which (i) BellRing LLC became the borrower under the Bridge Loan and assumed all interest of $2.2 thereunder, and Post and its subsidiary guarantors (other than BellRing LLC and its domestic subsidiaries) were released from all material obligations under the Bridge Loan, (ii) the domestic subsidiaries of BellRing LLC continued to guarantee the Bridge Loan, and (iii) BellRing LLC’s obligations under the Bridge Loan became secured by a first priority security interest in substantially all of the assets (other than real estate) of BellRing LLC and in substantially all of the assets of its subsidiary guarantors. BellRing LLC did not receive any of the proceeds of the Bridge Loan. On October 21, 2019, the Bridge Loan was repaid in full. See below for additional information. Credit Agreement On October 21, 2019, BellRing LLC entered into a Credit Agreement (the “Credit Agreement”) by and among BellRing LLC, the institutions from time to time party thereto as lenders (the “Lenders”), Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Agent”). The Credit Agreement provides for a term B loan facility in an aggregate principal amount of $700.0 (the “Term B Facility”) and a revolving credit facility in an aggregate principal amount of $200.0 (the “Revolving Credit Facility”), with the commitments under the Revolving Credit Facility to be made available to BellRing LLC in U.S. Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0. The outstanding amounts under the Revolving Credit Facility and Term B Facility must be repaid on or before October 21, 2024. On October 21, 2019, BellRing LLC borrowed the full amount under the Term B Facility and $100.0 under the Revolving Credit Facility. The Term B Facility was issued at 98.0% of par and BellRing LLC received $776.4 from the Term B Facility and Revolving Credit Facility after accounting for the original issue discount of $14.0 and paying investment banking and other fees of $9.6, which were deferred and will be amortized to interest expense over the terms of the loans. BellRing LLC used the proceeds, together with the net proceeds of the IPO that were contributed to it by BellRing Inc., (i) to repay in full the $1,225.0 of borrowings under the Bridge Loan and all interest thereunder and related costs and expenses, (ii) to pay directly, or reimburse Post for, as applicable, all fees and expenses incurred by BellRing LLC or Post in connection with the IPO and the formation transactions, (iii) to reimburse Post for the amount of cash on BellRing LLC’s balance sheet immediately prior to the completion of the IPO and (iv) for general corporate and working capital purposes, as well as to repay $20.0 of outstanding borrowings under the Revolving Credit Facility. During the three months ended December 31, 2019, BellRing LLC borrowed $120.0 and repaid $40.0 on the Revolving Credit Facility. The available borrowing capacity under the Revolving Credit Facility was $120.0 at December 31, 2019, and there were no outstanding letters of credit at December 31, 2019. Borrowings under the Term B Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar Rate or (b) the Base Rate (as such terms are defined in the Credit Agreement) determined by reference to the greatest of (i) the Prime Rate (as defined in the Credit Agreement), (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50% per annum and (iii) the one-month Eurodollar Rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar Rate-based loans and 4.00% for Base Rate-based loans. The Term B Facility requires quarterly scheduled amortization payments of $8.75 beginning on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. The Term B Facility contains customary mandatory prepayment provisions, including provisions for mandatory prepayment (a) from the net cash proceeds of certain asset sales and (b) beginning with the fiscal year ending September 30, 2020, of 75% of Consolidated Excess Cash Flow (as defined in the Credit Agreement) (which percentage will be reduced to 50% if the secured net leverage ratio (as defined in the Credit Agreement) is less than or equal to 3.35:1.00 as of a fiscal year end). The Term B Facility may be optionally prepaid at 101% of the principal amount prepaid at any time during the first 12 months following the closing of the Term B Facility, and without premium or penalty thereafter. Borrowings under the Revolving Credit Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either the Eurodollar Rate or the Base Rate (determined as described above) plus a margin, which initially will be 4.25% for Eurodollar Rate-based loans and 3.25% for Base Rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar Rate-based loans and Base Rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility will initially accrue at the rate of 0.50% per annum and thereafter, depending on BellRing LLC’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.50% per annum. Under the terms of the Credit Agreement, BellRing LLC is required to comply with a financial covenant requiring it to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00 to 1.00, measured as of the last day of each fiscal quarter, beginning with the quarter ending March 31, 2020. The total net leverage ratio of BellRing LLC would not have exceeded this threshold if it would have been required to comply with the financial covenant as of December 31, 2019. The Credit Agreement provides for incremental revolving and term facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement. The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $65.0, certain events under the Employee Retirement Income Security Act of 1974, the invalidity of any loan document, a change in control, and the failure of the collateral documents to create a valid and perfected first priority lien. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate and the Agent and Lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of BellRing LLC’s obligations under the Credit Agreement. BellRing LLC’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of BellRing LLC’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property.
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Goodwill (Tables) |
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Goodwill [Abstract] | |||||||||||||||||||||
Carrying Amount of Goodwill |
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Earnings Per Share (Details) $ / shares in Units, shares in Millions, $ in Millions |
3 Months Ended |
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Dec. 31, 2019
USD ($)
$ / shares
shares
| |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |
Weighted-Average Class A Common Shares Outstanding, Basic (in shares) | 39.4 |
Weighted-Average Class A Common Shares Outstanding, Diluted (in shares) | 39.4 |
Common Class A [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | |
Net Earnings Available to Class A Common Stockholders | $ | $ 6.0 |
Weighted-Average Class A Common Shares Outstanding, Basic (in shares) | 39.4 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0.0 |
Weighted-Average Class A Common Shares Outstanding, Diluted (in shares) | 39.4 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0.15 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.1 |
Intangible Assets, net (Details) - USD ($) $ in Millions |
Dec. 31, 2019 |
Sep. 30, 2019 |
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Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 425.9 | $ 425.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | (134.9) | (129.4) |
Finite-Lived Intangible Assets, Net | 291.0 | 296.5 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 209.4 | 209.4 |
Finite-Lived Intangible Assets, Accumulated Amortization | (68.3) | (65.5) |
Finite-Lived Intangible Assets, Net | 141.1 | 143.9 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 213.4 | 213.4 |
Finite-Lived Intangible Assets, Accumulated Amortization | (63.5) | (60.8) |
Finite-Lived Intangible Assets, Net | 149.9 | 152.6 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 3.1 | 3.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3.1) | (3.1) |
Finite-Lived Intangible Assets, Net | $ 0.0 | $ 0.0 |
Property, net (Tables) |
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Property, net |
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Revenue (Tables) |
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Revenues [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenues |
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Fair Value Measurements (Notes) |
3 Months Ended |
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Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company had derivative assets with a fair value of $0.6 at December 31, 2019 which were classified as Level 2 within the fair value hierarchy in ASC Topic 820. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve on a recurring basis. There were no such derivative assets as of September 30, 2019. The Company’s NCI had a fair value of $2,075.2 at December 31, 2019 which was classified as Level 1 within the fair value hierarchy in ASC Topic 820. The fair value of the NCI is calculated as its redemption value based on the stock price and number of BellRing LLC units owned by Post as of December 31, 2019 (see Note 5). The Company did not have an NCI as of September 30, 2019. The Company’s financial assets and liabilities include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its short-term and long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair value of outstanding borrowings under the Revolving Credit Facility (as defined in Note 15) as of December 31, 2019 approximated its carrying value. Based on current market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 15) was $707.0 as of December 31, 2019. The Company did not have short-term or long-term debt as of September 30, 2019. Certain assets and liabilities, including property, plant and equipment, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.
|
Inventories (Details) - USD ($) $ in Millions |
Dec. 31, 2019 |
Sep. 30, 2019 |
---|---|---|
Inventory [Abstract] | ||
Raw materials and supplies | $ 27.0 | $ 26.4 |
Work in process | 0.1 | 0.1 |
Finished products | 123.1 | 111.7 |
Inventories | $ 150.2 | $ 138.2 |
Commitments and Contingencies (Details) - USD ($) $ in Millions |
Dec. 31, 2019 |
Sep. 30, 2019 |
---|---|---|
Other Current Liabilities [Member] | ||
Loss Contingencies | ||
Estimated litigation liability, current | $ 8.5 | $ 8.5 |
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Stockholders' Equity (Details) - $ / shares |
Dec. 31, 2019 |
Oct. 21, 2019 |
Sep. 30, 2019 |
---|---|---|---|
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000,000.0 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000.0 | ||
Common stock, shares issued | 39,400,000 | 39,400,000 | |
Common stock, shares outstanding | 39,400,000 | ||
Common stock, par value per share | $ 0.01 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1 | ||
Common stock, shares issued | 1 | 1 | |
Common stock, shares outstanding | 1 | ||
Common stock, par value per share | $ 0.01 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 1,000 | ||
Common stock, shares outstanding | 1,000 | ||
Common stock, par value per share | $ 0.01 |
Leases (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 |
Sep. 30, 2019 |
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of ROU Assets and Lease Liabilities |
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Lessee, Operating Lease, Liability, Maturity [Table Text Block] |
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|||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases |
|
Recently Issued and Adopted Accounting Standards (Notes) |
3 Months Ended |
---|---|
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [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 February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This ASU requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” This ASU provides an additional transition method by allowing entities to initially apply the new lease standard at the date of adoption with a cumulative effect adjustment to the opening balances of retained earnings in the period of adoption. This ASU also gives lessors the option of electing, as a practical expedient by class of underlying asset, not to separate the lease and non-lease components of a contract when those lease contracts meet certain criteria. The Company adopted these ASUs on October 1, 2019, and utilized the cumulative effect adjustment approach. At adoption, the Company recognized ROU assets and lease liabilities of $14.8 and $16.0, respectively, on the condensed consolidated balance sheet at October 1, 2019. The new standard did not materially impact the statements of operations or cash flows. In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with theses ASUs. For additional information, refer to Note 12.
|
Income Taxes (Details) |
3 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Oct. 21, 2019 |
|
Income Tax Disclosure | |||
Effective Income Tax Rate | 15.60% | 23.70% | |
BellRing Brands, LLC unit [Member] | BellRing Brands, Inc. [Member] | |||
Income Tax Disclosure | |||
Noncontrolling Interest, Ownership Percentage by Parent | 28.80% | 28.80% |
Goodwill (Notes) |
3 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||
Goodwill [Abstract] | |||||||||||||||||||||
Goodwill | GOODWILL The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both December 31, 2019 and September 30, 2019 are presented in the following table.
|
Income Taxes (Notes) |
3 Months Ended |
---|---|
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES BellRing Inc. holds 28.8% of the economic interest in BellRing LLC (see Note 1), which, as a result of the IPO and formation transactions, is treated as a partnership for U.S. federal income tax purposes. As a partnership, BellRing LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws. BellRing Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC. BellRing Inc. is also subject to taxes in foreign jurisdictions. Prior to the IPO and formation transactions, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC as part of Post’s consolidated U.S federal income tax return and therefore, was subject to U.S federal income taxes, in addition to state, local and foreign taxes. The effective income tax rate was 15.6% and 23.7% during the three months ended December 31, 2019 and 2018, respectively. The decrease in the effective income tax rate compared to the prior year period was primarily due to the Company taking into account for U.S. federal income tax purposes its 28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC in the period subsequent to the IPO as a result of the formation transactions. Prior to the IPO and formation transactions, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC. In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” the Company records income tax expense (benefit) for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.
|
Earnings Per Share (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||
Computation of basic and diluted earnings per share |
|
Commitments and Contingencies (Notes) |
3 Months Ended |
---|---|
Dec. 31, 2019 | |
Legal Proceedings [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings Joint Juice Litigation In March 2013, a complaint was filed on behalf of a putative, nationwide class of consumers against Premier Nutrition in the U.S. District Court for the Northern District of California seeking monetary damages and injunctive relief. The case asserted that some of Premier Nutrition’s advertising claims regarding its Joint Juice® line of glucosamine and chondroitin dietary supplements were false and misleading. In April 2016, the district court certified a California-only class of consumers in this lawsuit (this lawsuit is hereinafter referred to as the “California Federal Class Lawsuit”). In 2016 and 2017, the lead plaintiff’s counsel in the California Federal Class Lawsuit filed ten additional class action complaints in the U.S. District Court for the Northern District of California on behalf of putative classes of consumers under the laws of Connecticut, Florida, Illinois, New Jersey, New Mexico, New York, Maryland, Massachusetts, Michigan and Pennsylvania. These additional complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was appealed and is pending before the U.S. Court of Appeals for the Ninth Circuit. The other ten complaints remain pending in the U.S. District Court for the Northern District of California, and the court has certified individual state classes in each of those cases. In January 2019, the same lead counsel filed another class action complaint against Premier Nutrition in Alameda County California Superior Court, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers. The Company continues to vigorously defend these cases. The Company does not believe that the resolution of these cases will have a material adverse effect on its financial condition, results of operations or cash flows. Other than legal fees, no expense related to this litigation was incurred during the three months ended December 31, 2019 or 2018. At both December 31, 2019 and September 30, 2019, the Company had accrued $8.5 related to this matter that was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. Other The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the financial condition, results of operations or cash flows of the Company.
|
Goodwill (Details) - USD ($) $ in Millions |
Dec. 31, 2019 |
Sep. 30, 2019 |
---|---|---|
Goodwill [Abstract] | ||
Goodwill, gross | $ 180.7 | $ 180.7 |
Accumulated impairment losses | (114.8) | (114.8) |
Goodwill | $ 65.9 | $ 65.9 |
Fair Value Measurements (Details) - USD ($) $ in Millions |
Dec. 31, 2019 |
Sep. 30, 2019 |
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Redeemable Noncontrolling Interest, Fair Value | $ 2,075.2 | $ 0.0 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Redeemable Noncontrolling Interest, Fair Value | 2,075.2 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative Asset, Fair Value, Gross Asset | 0.6 | |
Debt, Fair Value | $ 707.0 |
Inventories (Notes) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories | INVENTORIES
|
Related Party Transactions (Notes) |
3 Months Ended |
---|---|
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Prior to the IPO, the Company used certain functions and services performed by Post. These functions and services included legal, finance, internal audit, treasury, information technology support, insurance and tax matters, including assistance with certain public company reporting obligations; the use of office and/or data center space; payroll processing services; and tax compliance services. Costs for these functions and services performed by Post were allocated to the Company based on a reasonable activity base (including specific costs, revenue, net assets and headcount, or a combination of such items) or another reasonable method. Allocated costs were $2.3, including $1.2 of costs related to the separation from Post, for the three months ended December 31, 2018 and were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. Costs related to the separation from Post were $1.5 for the three months ended December 31, 2019. After the completion of the IPO, Post continues to provide these services and other services to the Company under a master services agreement (“MSA”). In addition to charges for these services, the Company also incurs certain pass-through charges from Post, primarily relating to stock-based compensation for employees participating in Post’s stock-based compensation plans. MSA fees and stock-based compensation expense related to Post’s stock-based compensation plan for the three months ended December 31, 2019 were $0.5 and $1.1, respectively, and were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. The Company sells certain products to Post and its subsidiaries. For the period prior to the IPO, the amounts related to these transactions were included in the accompanying financial statements based upon transfer prices in effect at the time of the individual transactions. For the period subsequent to the IPO, these transactions were based upon pricing governed by agreements between the Company and Post and its subsidiaries. These transactions were consistent with prices of similar arm's-length transactions during both periods. During each of the three months ended December 31, 2019 and 2018, net sales to, purchases from and royalties paid to Post and its subsidiaries were immaterial. In connection with the IPO, the Company entered into a series of agreements with Post which are intended to govern the ongoing relationship between the Company and Post. These agreements included an amended and restated limited liability company agreement, an employee matters agreement, an investor rights agreement, a tax matters agreement, a tax receivable agreement and the MSA, among others. Under certain of these agreements, the Company will incur expenses payable to Post in connection with certain administrative services provided for varying lengths of time. The Company had receivables and payables with Post of $0.1 and $2.3, respectively, at December 31, 2019, related to MSA fees and pass-through charges owed by the Company to Post, as well as related party sales and purchases. The receivables and payables were included in “Receivables, net” and “Accounts payable,” respectively, on the Condensed Consolidated Balance Sheet. Based on the provisions of the tax receivable agreement, BellRing Inc. must pay to Post (or certain of its transferees or other assignees) 85% of the amount of cash savings, if any, in U.S. federal income tax, as well as state and local income tax and franchise tax (using an assumed tax rate) and foreign tax that BellRing Inc. realizes (or, in some circumstances, is deemed to realize) as a result of (a) the increase in the tax basis of assets of BellRing LLC attributable to (i) the redemption of Post’s (or certain transferees’ or assignees’) BellRing LLC units for shares of Class A Common Stock or cash, (ii) deemed sales by Post (or certain of its transferees or assignees) of BellRing LLC units or assets to BellRing Inc., (iii) certain actual or deemed distributions from BellRing LLC to Post (or certain transferees or assignees) and (iv) certain formation transactions, (b) disproportionate allocations of tax benefits to BellRing Inc. as a result of Section 704(c) of the Internal Revenue Code and (c) certain tax benefits (e.g., imputed interest, basis adjustments, etc.) attributable to payments under the tax receivable agreement. Amounts payable to Post related to the tax receivable agreement were $12.9 at December 31, 2019, and were recorded as an increase to “Other liabilities” and an increase to “Accumulated deficit” on the Condensed Consolidated Balance Sheet.
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Leases (Note) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases of Lessee Disclosure | LEASES In conjunction with the adoption of ASUs 2016-02 and 2018-11 (see Note 2), the Company updated its policy for recognizing leases under ASC Topic 842. The Company assessed the impact of these ASUs by reviewing its lease portfolio, implementing lease accounting software, developing related business processes and implementing internal controls. A summary of the updated policy is included below. Prior to October 1, 2019, the Company accounted for leases under ASC Topic 840, “Leases.” Lease Portfolio The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. Leases have remaining terms which range from less than one year to seven years and most leases provide the Company with the option to exercise one or more renewal terms. Lease Policy The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather 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 their associated obligation is incurred. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date. ROU assets are recorded as “Other assets,” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheet. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements. Impact of Adoption The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $14.8 and $16.0, respectively, on the balance sheet at October 1, 2019. The Company elected the following practical expedients in accordance with ASC Topic 842:
The following table presents the balance sheet location of the Company’s operating leases as of December 31, 2019.
The following table presents maturities of the Company’s operating lease liabilities as of December 31, 2019, presented under ASC Topic 842.
The following table presents future minimum rental payments under the Company’s noncancelable operating leases as of September 30, 2019, presented under ASC Topic 840.
As reported under ASC Topic 842, operating lease expense for the three months ended December 31, 2019 was $1.1, which included immaterial variable lease costs and short-term lease costs. As reported under ASC Topic 840, rent expense for the three months ended December 31, 2018 was $0.7. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the three months ended December 31, 2019 were $0.9. ROU assets obtained in exchange for operating lease liabilities during the three months ended December 31, 2019 were immaterial. The weighted average remaining lease term of the Company’s operating leases as of December 31, 2019 was approximately six years and the weighted average incremental borrowing rate was 4.1% as of December 31, 2019.
|
Long-Term Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Long-term Debt |
|
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions |
3 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Income Statement [Abstract] | ||
Net Sales | $ 244.0 | $ 185.8 |
Cost of goods sold | 152.7 | 120.2 |
Gross Profit | 91.3 | 65.6 |
Selling, general and administrative expenses | 36.5 | 27.2 |
Amortization of intangible assets | 5.5 | 5.5 |
Operating Profit | 49.3 | 32.9 |
Interest expense, net | 11.6 | 0.0 |
Earnings Before Income Taxes | 37.7 | 32.9 |
Income tax expense | 5.9 | 7.8 |
Net Earnings Including Redeemable Noncontrolling Interest | 31.8 | 25.1 |
Less: Net earnings attributable to redeemable noncontrolling interest | 25.8 | 25.1 |
Net Earnings Available to Class A Common Stockholders | $ 6.0 | $ 0.0 |
Earnings per Class A Common Share, Basic (in usd per share) | $ 0.15 | |
Earnings per Class A Common Share, Diluted (in usd per share) | $ 0.15 | |
Weighted-Average Class A Common Shares Outstanding, Basic (in shares) | 39.4 | |
Weighted-Average Class A Common Shares Outstanding, Diluted (in shares) | 39.4 |
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