Related Party Transactions (Notes)

3 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related party transactions

RELATED PARTY TRANSACTIONS

Transactions between the Company and Post Holdings, Inc. (“Post”) are considered related party transactions as certain of the Company’s directors serve as officers or directors of Post.

The MSA and other related party transactions

The Company uses certain functions and services performed by Post under a master services agreement (the “MSA”). These functions and services include finance, internal audit, treasury, information technology support, insurance and tax matters, the use of office and/or data center space, payroll processing services and tax compliance services. During the three months ended December 31, 2023 and 2022, MSA fees were $0.9 and $1.3, respectively. MSA fees were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

The Company sells certain products to, purchases certain products from and licenses certain intellectual property to and from Post and its subsidiaries based upon prices governed by agreements between the Company and Post and its subsidiaries, consistent with prices of similar arm's-length transactions. During the three months ended December 31, 2023 and 2022, net sales to, purchases from and royalties paid to and received from Post and its subsidiaries were immaterial.

The Company had immaterial receivables, payables and other current liabilities with Post at both December 31, 2023 and September 30, 2023 related to sales, royalty income, purchases, MSA fees and royalty expense with Post and its subsidiaries.

Co-Packing Agreement

On September 30, 2022, Premier Nutrition Company, LLC (“Premier Nutrition”), a subsidiary of the Company, entered into a co-packing agreement with Comet Processing, Inc. (“Comet”), a wholly-owned subsidiary of Post (the “Co-Packing Agreement”). In December 2023, in accordance with the Co-Packing Agreement, Comet began manufacturing certain RTD shakes for Premier Nutrition. There were no purchases of RTD shakes from Comet during the three months ended December 31, 2023 or during fiscal 2023.

During the three months ended December 31, 2023 and 2022, Premier Nutrition incurred $1.0 and zero, respectively, related to start-up costs that are reimbursable to Comet from Premier Nutrition pursuant to the Co-Packing Agreement. As of December 31, 2023 and September 30, 2023, the Company had a payable of $3.5 and $2.5, respectively, related to these costs, which was included in “Accounts payable” on the Condensed Consolidated Balance Sheets.

Tax Matters Agreement

In connection with the Company’s spin-off from Post in fiscal 2022 and the related distribution of Post’s shares of BellRing common stock to Post shareholders (the “Spin-off”), the Company entered into a tax matters agreement (the “Tax Matters Agreement”) with Post. The Tax Matters Agreement (i) governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, that may be incurred if the Spin-off fails to qualify for its intended tax treatment, (ii) addresses U.S. federal, state, local and non-U.S. tax matters and (iii) sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Pursuant to the Tax Matters Agreement, BellRing is expected to indemnify Post for (i) all taxes for which BellRing is responsible (as described in the Tax Matters Agreement) and (ii) all taxes incurred by reason of certain actions or events, or by reason of any breach by BellRing or any of its subsidiaries of any of their respective representations, warranties or covenants under the Tax Matters Agreement that, in each case, affect the intended tax-free treatment of the Spin-off. Additionally, Post is expected to indemnify BellRing for the (i) taxes for which Post is responsible (as described in the Tax Matters Agreement) and (ii) taxes attributable to a failure of the Spin-off to qualify as tax-free, to the extent incurred by any action or failure to take any action within the control of Post. There were no amounts incurred by BellRing or Post under the Tax Matters Agreement during the three months ended December 31, 2023 or 2022.