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What changed in BELLRING BRANDS, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BELLRING BRANDS, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+192 added−211 removedSource: 10-K (2024-11-19) vs 10-K (2023-11-21)

Top changes in BELLRING BRANDS, INC.'s 2024 10-K

192 paragraphs added · 211 removed · 175 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition, our operations are subject to various federal, state and foreign laws and regulations regarding data privacy, data protection and data security, including the General Data Protection Regulation, the E.U.’s retained law version of the General Data Protection Regulation and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, each of which applies to certain aspects of our business and regulate how businesses collect, use and protect personal information obtained from data subjects.
Biggest changeData Privacy Framework and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, each of which applies to certain aspects of our business and regulate how businesses collect, use and protect personal information obtained from data subjects.
The Spin-off Pursuant to the Transaction Agreement and in connection with a series of corporate separation transactions, on March 9, 2022, Post contributed to us (i) all of its nonvoting common units of BellRing Brands, LLC (“BellRing LLC”) and its sole outstanding share of Old BellRing’s Class B common stock, $0.01 par value per share (the “Old BellRing Class B Common Stock” and with Old BellRing’s Class A common stock, $0.01 par value per share (the “Old BellRing Class A Common Stock), collectively, the “Old BellRing Common Stock”)) and (ii) $550.4 million in cash, in exchange for Post’s right to receive $840.0 million in aggregate principal amount of our 7.00% Senior Notes due 2030 and limited liability company interests in us (prior to our conversion to a Delaware corporation, as described below).
The Spin-off Pursuant to the Transaction Agreement and in connection with a series of corporate separation transactions, on March 9, 2022, Post contributed to us (i) all of its nonvoting common units of BellRing Brands, LLC (“BellRing LLC”) and its sole outstanding share of Old BellRing’s Class B common stock, $0.01 par value per share (the “Old BellRing Class B Common Stock” and with Old BellRing’s Class A common stock, $0.01 par value per share (the “Old BellRing Class A Common Stock”), collectively, the “Old BellRing Common Stock”)) and (ii) $550.4 million in cash, in exchange for Post’s right to receive $840.0 million in aggregate principal amount of our 7.00% Senior Notes due 2030 and limited liability company interests in us (prior to our conversion to a Delaware corporation, as described below).
Supply availability and prices paid for raw materials can fluctuate widely due to external factors, such as pandemics and other outbreaks of contagious diseases, weather conditions, labor disputes, governmental programs, regulations and trade and tariff policies, industry consolidation, economic climate, energy shortages, transportation delays, commodity market prices, currency fluctuations and other unforeseen circumstances.
Supply availability and prices paid for raw materials can fluctuate widely due to external factors, such as economic climate, commodity market prices, pandemics and other outbreaks of contagious diseases, weather conditions, labor disputes, governmental programs, regulations and trade and tariff policies, industry consolidation, energy shortages, transportation delays, currency fluctuations and other unforeseen circumstances.
Unless otherwise indicated or the context otherwise requires, all references in this report to “BellRing,” “we,” “our,” “us,” “the Company” and “our Company” refer to (1) Old BellRing and its consolidated subsidiaries during the periods prior to the 5 Table of Contents completion of the Spin-off, including BellRing LLC, Premier Nutrition Company, LLC (“Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC (“Supreme Protein), the PowerBar brand and Active Nutrition International GmbH (“Active Nutrition International”) and (2) us and our consolidated subsidiaries during the periods subsequent to the Spin-off, including, BellRing LLC, Premier Nutrition, Dymatize, Supreme Protein, Active Nutrition International and Premier Nutrition Canada, Inc., in each case, unless otherwise stated or the context otherwise indicates.
Unless otherwise indicated or the context otherwise requires, all references in this report to “BellRing,” “we,” “our,” “us,” “the Company” and “our Company” refer to (1) Old BellRing and its consolidated subsidiaries during the periods prior to the 5 Table of Contents completion of the Spin-off, including BellRing LLC, Premier Nutrition Company, LLC (“Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC (“Supreme Protein”), the PowerBar brand and Active Nutrition International GmbH (“Active Nutrition International”) and (2) us and our consolidated subsidiaries during the periods subsequent to the Spin-off, including, BellRing LLC, Premier Nutrition, Dymatize, Supreme Protein, Active Nutrition International and Premier Nutrition Canada, Inc., in each case, unless otherwise stated or the context otherwise indicates.
Our protein powder portfolio consists of three primary products: ISO.100 made with hydrolyzed 100% Whey Protein Isolate, Elite 100% Whey and Super Mass Gainer. ISO.100 , the brand’s flagship product, has a global reach with sales in more than seventy countries. In addition to ISO.100 , Dymatize offers a suite of products to meet the needs of athletes.
Our protein powder portfolio consists of three primary products: ISO.100 made with hydrolyzed 100% Whey Protein Isolate, Elite 100% Whey and Super Mass Gainer. ISO.100 , the brand’s flagship product, has a global reach with sales in more than seventy-five countries. In addition to ISO.100 , Dymatize offers a suite of products to meet the needs of athletes.
We strive to develop and implement compensation and benefits policies and programs that support our business goals, maintain competitiveness, promote shared fiscal responsibility among the Company and our employees, strategically align talent within our organization and reward performance, while also managing the costs of such policies and programs.
We strive to develop and implement compensation and benefits policies and programs that support our business goals, benchmark and maintain competitiveness, promote shared fiscal responsibility among the Company and our employees, strategically align talent within our organization and reward performance, while also managing the costs of such policies and programs.
Seasonality We experience seasonal fluctuations in our sales and earnings before interest and taxes (“EBIT”) margins because of consumer spending patterns and timing of our key retailers’ promotional activity. Historically, our first quarter of the fiscal year is seasonally low for net sales for all brands driven by a slowdown of consumption of our products during the holiday season.
Seasonality We experience seasonal fluctuations in our net sales and earnings before interest and taxes (“EBIT”) because of consumer spending patterns and timing of our key retailers’ promotional activity. Historically, our first fiscal quarter is seasonally low for net sales for all brands driven by a slowdown of consumption of our products during the holiday season.
See “Risk Factors” included in Item 1A of this report and Notes 1 and 13 within “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report for more information about the Spin-off. Our Industry We operate in the global convenient nutrition category, a rapidly-growing and on-trend category within the food and beverage industry.
See “Risk Factors” included in Item 1A of this report and Notes 1 and 13 within “Notes to Consolidated Financial Statements” included in Item 8 of this report for more information about the Spin-off. Our Industry We operate in the global convenient nutrition category, a rapidly-growing and on-trend category within the food and beverage industry.
Cornille earned his undergraduate degree from Rhodes College and attended Oxford University, St. John’s College. Mr. Cornille earned his MBA from Duke University - The Fuqua School of Business. Marc S. Mollere, age 56, has served as Senior Vice President and General Manager of International of Premier Nutrition, a subsidiary of ours, since 2020.
Cornille earned his undergraduate degree from Rhodes College and attended Oxford University, St. John’s College. Mr. Cornille earned his MBA from Duke University - The Fuqua School of Business. Marc S. Mollere, age 57, has served as Senior Vice President and General Manager of International of Premier Nutrition, a subsidiary of ours, since 2020.
Sales are typically higher throughout the remainder of the fiscal year as a result of stronger consumer demand in our second quarter of the fiscal year, promotional activity at key retailers and organic growth of the business. Seasonal fluctuations in our sales and EBIT margins may not be the same in the future as they have been historically.
Sales are typically higher throughout the remainder of the fiscal year as a result of stronger consumer demand in the second quarter of our fiscal year, promotional activity at key retailers and organic growth of the business. Seasonal fluctuations in our net sales and EBIT may not be the same in the future as they have been historically.
Rosenthal earned his undergraduate degree from the University of Missouri-Columbia and juris doctorate from Washington University School of Law. Robin Singh, age 54, has served as Senior Vice President, Operations of Premier Nutrition, a subsidiary of ours, since March 2019. Prior to joining Premier Nutrition, Mr.
Rosenthal earned his undergraduate degree from the University of Missouri-Columbia and juris doctorate from Washington University School of Law. Robin Singh, age 55, has served as Senior Vice President, Operations of Premier Nutrition, a subsidiary of ours, since March 2019. Prior to joining Premier Nutrition, Mr.
Rosenthal , age 52, has served as our Chief Legal Officer, Chief Compliance Officer and Secretary since September 2023 and, prior to that, served as our Senior Vice President, General Counsel and Secretary since August 2019. Prior to joining BellRing, Mr. Rosenthal was an attorney at Husch Blackwell LLP from May 2019 to August 2019.
Rosenthal , age 53, has served as our Chief Legal Officer, Chief Compliance Officer and Secretary since September 2023 and, prior to that, served as our Senior Vice President, General Counsel and Secretary since August 2019. Prior to joining BellRing, Mr. Rosenthal was an attorney at Husch Blackwell LLP from May 2019 to August 2019.
Our Dymatize brand is focused primarily on sports nutrition, which we define as consumers looking to supplement sports endurance and body building needs. Brand Overview Our primary brands, based on fiscal 2023 sales, are Premier Protein and Dymatize .
Our Dymatize brand is focused primarily on sports nutrition, which we define as consumers looking to supplement sports endurance and body building needs. Brand Overview Our primary brands, based on fiscal 2024 sales, are Premier Protein and Dymatize .
Mollere earned his BS in Marketing from Sam Houston State University. Paul A. Rode , age 53, has served as our Chief Financial Officer since September 2019 and serves as our principal financial officer and principal accounting officer. Mr.
Mollere earned his BS in Marketing from Sam Houston State University. Paul A. Rode , age 54, has served as our Chief Financial Officer since September 2019 and serves as our principal financial officer and principal accounting officer. Mr.
Cornille , age 51, has served as Chief Growth Officer of Premier Nutrition, a subsidiary of ours, since November 2021. Prior to that, he served as Senior Vice President, Marketing of Premier Nutrition since July 2015. Prior to joining Premier Nutrition, Mr.
Cornille , age 52, has served as Chief Growth Officer of Premier Nutrition, a subsidiary of ours, since November 2021. Prior to that, he served as Senior Vice President, Marketing of Premier Nutrition since July 2015. Prior to joining Premier Nutrition, Mr.
Our primary brands, Premier Protein and Dymatize , target a broad range of consumers and compete in all major product forms, including ready-to-drink (“RTD”) protein shakes, other RTD beverages and powders. Our products are distributed across a diverse network of channels including club, food, drug and mass (“FDM”), eCommerce, specialty and convenience.
Our primary brands, Premier Protein and Dymatize , target a broad range of consumers and compete in all major product forms, including ready-to-drink (“RTD”) protein shakes and powders. Our products are distributed across a diverse network of channels including club, food, drug and mass (“FDM”), eCommerce, specialty and convenience.
We communicate transparently with our employees about the organization to keep our employees informed and engaged. 10 Table of Contents We connect our employees to our values and culture by conducting periodic two-day workshops where they can learn about, discuss and engage with these topics to more fully appreciate our unique culture.
We communicate transparently with our employees about the organization to keep our employees informed and highly engaged. 10 Table of Contents We connect our employees to our values and culture by conducting periodic two-day in-person workshops where they can learn about, discuss and engage with these topics to more fully appreciate our unique culture.
Hanley Road, St. Louis, Missouri 63144-2503, Telephone: 314-644-7600). The information and other content contained on our website are not part of (or incorporated by reference in) this report or any other document we file with the SEC. Information about our Executive Officers The section below provides information regarding our executive officers as of November 21, 2023: Robert V.
Hanley Road, St. Louis, Missouri 63144-2503, Telephone: 314-644-7600). The information and other content contained on our website are not part of (or incorporated by reference in) this report or any other document we file with the SEC. Information about our Executive Officers The section below provides information regarding our executive officers as of November 19, 2024: Robert V.
We report to our stakeholders with respect to the results of our ESG initiatives on an annual basis, with our third annual Impact Report being published online later this year.
We report to our stakeholders with respect to the results of our ESG initiatives on an annual basis, with our fourth annual Impact Report being published online later this year.
Our Customers Our customers are predominantly club stores, FDM retailers, online retailers, specialty retailers, convenience stores and distributors. We sell our products domestically and in more than seventy countries globally.
Our Customers Our customers are predominantly club stores, FDM retailers, online retailers, specialty retailers, convenience stores and distributors. We sell our products domestically and in more than ninety countries globally.
Internationally, our operations, including our manufacturing facility in Germany, are subject to local and national regulations similar to those applicable to us in the U.S. We have made, and will continue to make, expenditures to ensure compliance with environmental regulations. Human Capital We have approximately 420 employees as of November 1, 2023.
Internationally, our operations, including our manufacturing facility in Germany, are subject to local and national regulations similar to those applicable to us in the U.S. We have made, and will continue to make, expenditures to ensure compliance with environmental regulations. Human Capital We have approximately 485 employees as of November 1, 2024.
Of these employees, approximately 275 are in the U.S., approximately 135 are in Germany and approximately 10 are in other countries. Our people are critical to our success and we prioritize providing a safe, rewarding and respectful workplace where our people are provided with opportunities to pursue career paths based on skills, performance and mindset.
Of these employees, approximately 315 are in the U.S., approximately 160 are in Germany and approximately 10 are in other countries. Our people are critical to our success and we prioritize providing a safe, rewarding and respectful workplace where our people are provided with opportunities to pursue career paths based on skills, performance and mindset.
He served as President and Chief Executive Officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale earned his undergraduate degree from St.
He served as President and Chief Executive Officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale earned his undergraduate degree from St. Louis University and his MBA from Washington University. Darcy H.
Vitale , age 57, has served as our Executive Chairman since September 2019. Mr.
Vitale , age 58, has served as our Executive Chairman since September 2019. Mr.
Our largest customers, Costco, Walmart (which includes its affiliates, including Sam’s Club) and Amazon, accounted for approximately 75.3% of our net sales in our year ended September 30, 2023. No other customer accounted for more than 10% of our fiscal 2023 net sales.
Our largest customers, Walmart (which includes its affiliates, including Sam’s Club), Costco and Amazon, accounted for approximately 74.8% of our net sales in our year ended September 30, 2024. No other customer accounted for more than 10% of our fiscal 2024 net sales.
Immediately following the Spin-off, Post owned approximately 14.2% of BellRing Common Stock and the former holders of Old BellRing Class A Common Stock owned approximately 28.5% of BellRing Common Stock. As a result of the Spin-off, the dual class voting structure of Old BellRing was eliminated. As of September 30, 2023, Post had no ownership of BellRing Common Stock.
Immediately following the Spin-off, Post owned approximately 14.2% of BellRing Common Stock and the former holders of Old BellRing Class A Common Stock owned approximately 28.5% of BellRing Common Stock. As a result of the Spin-off, the dual class voting structure of Old BellRing was eliminated.
In addition, we invite esteemed speakers to our Emeryville offices to engage our employees in an interactive workshop format to further drive engagement with timely workplace initiatives.
In addition, we invite esteemed speakers to our Emeryville offices, as well as partnering with outside experts to engage our employees in an interactive workshop format to further drive engagement with timely workplace initiatives.
From three separate and geographically diverse manufacturing locations, our largest third-party contract manufacturer provided approximately 53.8% of our Premier Protein RTD shake supply for our year ended September 30, 2023.
From three separate and geographically diverse manufacturing locations, our largest third-party contract manufacturer provided approximately 47.7% of our Premier Protein RTD shake supply for our year ended September 30, 2024.
Together our brands cover the major product forms in the convenient nutrition category and appeal to a broad range of consumer need states. Our percentage of net sales by brand for our year ended September 30, 2023 were as follows: Premier Protein , 83.2%; Dymatize , 14.0%; and other, 2.8%.
Together our brands cover the major product forms in the convenient nutrition category and appeal to a broad range of consumer need states. Our percentage of net sales by brand for our year ended September 30, 2024 were as follows: Premier Protein , 85.4%; Dymatize , 12.4%; and other, 2.2%.
Providing development opportunities and resources for our employees is another key factor in our human capital strategy. We offer a variety of training and development programs and platforms for employees at all levels of our organization, including monthly development trainings for people leaders of all levels, along with in-depth workshops for both new and existing managers.
Providing development opportunities and resources for our employees is another key factor in our human capital strategy. We offer a variety of training and development programs and platforms for employees at all levels of our organization, including monthly development trainings for all employees along with separate interactive trainings for people leaders of all levels.
Mr. Singh attended the University of Guelph, Ontario where he received an Honors Bachelor of Science and the Richard Ivey School of Business at the University of Western Ontario where he received a certificate in the Ivey Operations Program. 12 Table of Contents
Mr. Singh received his Honors Bachelor of Science from the University of Guelph, Ontario and a certificate in the Ivey Operations Program from the Richard Ivey School of Business at the University of Western Ontario. 12 Table of Contents
We check in with our employees through regular engagement surveys, small group and one-on-one interviews and then act on those survey results, as appropriate. Employee-led groups, opportunities to participate in informal wellness activities and philanthropic work are informed by what our employees identify as important to them. We measure our progress and take additional actions, as needed.
We check in with our employees through regular engagement surveys, small group and one-on-one discussions and then we act on those survey and discussion results, as appropriate. Employee-led groups, opportunities to participate in informal wellness activities and philanthropic work are informed by what issues our employees identify as important to them.
Premier Protein ’s product portfolio consists primarily of RTD protein shakes and protein powders. Premier Protein ’s flagship RTD protein shakes are available in 14 flavors (including 3 seasonal flavors) and contain 30 grams of protein with only one gram of sugar and 160 calories. They are gluten- and soy-free, low fat and fortified with 24 vitamins and minerals.
Premier Protein ’s product portfolio consists primarily of RTD protein shakes and protein powders. Premier Protein ’s flagship RTD protein shakes are available in diverse flavors and contain 30 grams of protein and 160 calories. They are gluten- and soy-free, low in sugar and fat and fortified with vitamins and minerals.
Our U.S. business represented 89.5% of our net sales in our year ended September 30, 2023, and our international business represented 10.5% of our net sales in our year ended September 30, 2023.
Our U.S. business represented 89.2% of our net sales in our year ended September 30, 2024, and our international business represented 10.8% of our net sales in our year ended September 30, 2024.
Two product forms accounted for the substantial majority of our fiscal 2023 net sales. In our year ended September 30, 2023, RTD protein shakes and other RTD beverages were 79.6% of our net sales, and powders were 17.4% of our net sales. Premier Protein Our largest brand, Premier Protein , is a leading mainstream, lifestyle brand.
Two product forms accounted for the substantial majority of our fiscal 2024 net sales. In our year ended September 30, 2024, RTD protein shakes were 81.1% of our net sales, and powders were 16.4% of our net sales. Premier Protein Our largest brand, Premier Protein , is a leading mainstream, lifestyle brand.
Given the growth profile of our primary products, we continuously plan for incremental capacity, including adding new third-party contract manufacturing partners in fiscal 2023 and working to qualify additional third-party contract manufacturing partners and sites for fiscal 2024, and review additional strategic alternatives to support our business.
Given the growth profile of our primary products, we continuously plan for incremental capacity, including adding a new third-party contract manufacturing partner in fiscal 2024 and expanding production with our existing third-party contract manufacturing partners, and review additional strategic alternatives to support our business.
Vitale has served on the board of directors of Energizer Holdings, Inc., a publicly traded manufacturer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products, since August 2017.
Vitale served as Chief Financial Officer of Post from October 2011 until November 2014. Mr. Vitale has served on the board of directors of Energizer Holdings, Inc., a publicly traded manufacturer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products, since August 2017.
Immediately following the Spin-off, Post owned 19,397,339 shares, or approximately 14.2%, of BellRing Common Stock. On August 11, 2022, Post disposed of 14,800,000 shares of BellRing Common Stock, which resulted in Post owning 4,597,339 shares, or approximately 3.4%, of BellRing Common Stock as of September 30, 2022.
Immediately following the Spin-off, Post owned 19,397,339 shares, or approximately 14.2%, of BellRing Common Stock. On August 11, 2022, Post disposed of 14,800,000 shares of BellRing Common Stock, and on November 25, 2022, Post disposed of its remaining 4,597,339 shares of BellRing Common Stock. Post had no ownership of BellRing Common Stock as of September 30, 2024 or 2023.
Louis University and his MBA from Washington University. 11 Table of Contents Darcy H. Davenport , age 50, has served as our President and Chief Executive Officer since September 2019 and has served as a member of our Board of Directors since the completion of our IPO. Until the completion of the IPO, Ms.
Davenport , age 51, has served as our President and Chief Executive Officer since September 2019 and has served as a member of our Board of Directors since the completion of our initial public offering (the “IPO”). Until the completion of 11 Table of Contents the IPO, Ms.
We have organically grown our net sales from $1,247.1 million in our year ended September 30, 2021 to $1,666.8 million in our year ended September 30, 2023. Over the same period, net earnings including redeemable noncontrolling interest increased from $114.4 million in our year ended September 30, 2021 to $165.5 million in our year ended September 30, 2023.
We have organically grown our net sales from $1,371.5 million in our year ended September 30, 2022 to $1,996.2 million in our year ended September 30, 2024. Over the same period, net earnings including redeemable noncontrolling interest increased from $116.0 million in our year ended September 30, 2022 to $246.5 million in our year ended September 30, 2024.
The convenient nutrition industry, like many others, experienced inflationary pressure in our fiscal 2023. We continuously monitor supply and cost trends of these raw materials to enable us to obtain ingredients and packaging needed for our products.
During fiscal 2024, inflationary pressures on protein costs eased while other costs, such as packaging and manufacturing, continued to face inflationary pressures. We continuously monitor supply and cost trends of these raw materials to enable us to obtain ingredients and packaging needed for our products.
On November 25, 2022, Post disposed of its remaining shares of BellRing Common Stock, which resulted in Post having no ownership of BellRing Common Stock as of September 30, 2023.
As of both September 30, 2024 and 2023, Post had no ownership of BellRing Common Stock.
Removed
Vitale served as Chief Financial Officer of Post from October 2011 until November 2014. He was president and chief investment officer of Post Holdings Partnering Corporation, a publicly-traded affiliate of Post that was a special purpose acquisition company formed for the purpose of effecting a partnering transaction with one or more businesses, from January 2021 to June 2023. Mr.
Added
In addition, our operations are subject to various federal, state and foreign laws and regulations regarding data privacy, data protection and data security, including the General Data Protection Regulation, the E.U.’s retained law version of the General Data Protection Regulation, the E.U.-U.S.
Added
We measure our progress and take additional actions, as needed.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, the economic and competitive landscape for our customers is constantly changing, such as the emergence of new sales channels like eCommerce, and our customers’ responses to those changes could impact our business. Consolidation in our channels also increases the risk that adverse changes to our customers’ business operations or financial performance would have a material adverse effect on us.
Biggest changeConsolidation in our channels also increases the risk that adverse changes to our customers’ business operations or financial performance would have a material adverse effect on us. Our sales and profit growth are dependent upon our ability to expand existing market penetration and enter into new markets.
For example, in fiscal 2022, a third-party manufacturer that produced less than 2% of our Premier Protein RTD protein shakes initiated a recall of all products manufactured in one of its facilities, including our Premier Protein RTD protein shakes.
For example, in fiscal 2022, a third-party manufacturer that produced less than 2% of our Premier Protein RTD protein shakes initiated a recall of all products manufactured in one of its facilities, including our Premier Protein RTD protein shakes.
Any downgrade of our credit ratings by a credit rating agency, whether as a result of our actions or factors which are beyond our control, can increase our future borrowing costs, impair our ability to access capital and credit markets on 22 Table of Contents terms commercially acceptable to us or at all and result in a reduction in our liquidity.
Any downgrade of our credit ratings by a credit rating agency, whether as a result of our actions or factors 22 Table of Contents which are beyond our control, can increase our future borrowing costs, impair our ability to access capital and credit markets on terms commercially acceptable to us or at all and result in a reduction in our liquidity.
There can be no assurance that all of the functions provided to us by Post under the amended and restated master services agreement will be successfully executed by Post or that we will not have to 23 Table of Contents expend significant efforts or costs materially in excess of those estimated in the master services agreement.
There can be no assurance that all of the functions provided to us by Post 23 Table of Contents under the amended and restated master services agreement will be successfully executed by Post or that we will not have to expend significant efforts or costs materially in excess of those estimated in the master services agreement.
Should consumption of any product cause injury, we may be liable for monetary damages as a result of a judgment against us. In addition, adverse publicity, including claims, whether or not valid, that our products or ingredients are unsafe or of poor quality, may discourage consumers from buying our products or cause production and delivery disruptions.
Should consumption of any product cause injury, we may be liable for monetary damages as a result of a judgment against us. In addition, adverse publicity, including claims, whether or not valid, that our products or ingredients are unsafe or of poor quality, may discourage customers or consumers from buying our products or cause production and delivery disruptions.
The completion of the Spin-off was also conditioned on the receipt by us of an opinion of BellRing Tax Counsel to the effect that the merger of Merger Sub with and into Old BellRing qualified as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code.
The completion of the Spin-off was also conditioned on the receipt by us of an opinion of BellRing’s tax counsel to the effect that the merger of Merger Sub with and into Old BellRing qualified as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code.
For instance, one of our operating subsidiaries, Premier Nutrition, LLC, is a defendant in several class action lawsuits related to its Joint Juice product, which it discontinued in the first quarter of fiscal 2023. At September 30, 2023, we had accrued $21.0 million related to these matters.
For instance, one of our operating subsidiaries, Premier Nutrition, LLC, is a defendant in several class action lawsuits related to its Joint Juice product, which it discontinued in the first quarter of fiscal 2023. At September 30, 2024, we had accrued $21.0 million related to these matters.
Although we have various insurance programs in place and may have rights to indemnification in certain situations, any of these events or a loss of consumer confidence could have an adverse effect on our business, financial condition, results of operations and cash flows.
Although we have various insurance programs in place and may have rights to indemnification in certain situations, any of these events or a loss of customer or consumer confidence could have an adverse effect on our business, financial condition, results of operations and cash flows.
Also, as a result of economic conditions, we may be unable to raise our prices sufficiently to protect profit margins. We experienced inflationary headwinds across our business during fiscal 2022 and fiscal 2023, and we expect certain inflationary pressures to continue into fiscal 2024.
Also, as a result of economic conditions, we may be unable to raise our prices sufficiently to protect profit margins. We experienced inflationary headwinds across our business during fiscal 2022, fiscal 2023 and fiscal 2024, and we expect certain inflationary pressures to continue into fiscal 2025.
The willingness of consumers to purchase our products depends in part on general or local economic conditions and consumers’ discretionary spending habits. For instance in fiscal 2022 and fiscal 2023, the U.S. experienced significantly heightened inflationary pressures.
The willingness of consumers to purchase our products depends in part on general or local economic conditions and consumers’ discretionary spending habits. For instance in fiscal 2022, fiscal 2023 and fiscal 2024, the U.S. experienced significantly heightened inflationary pressures.
The competition to supply products to these high-volume stores is intense. Currently, we do not have material long-term supply agreements with our customers, and our customers frequently reevaluate the products they carry.
The competition to supply products to these high-volume customers is intense. Currently, we do not have material long-term supply agreements with our customers, and our customers frequently reevaluate the products they carry.
These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge recorded in our results of operations. No impairments were recorded in the years ended September 30, 2023, 2022 and 2021. However, we could have impairments in the future.
These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge recorded in our results of operations. No impairments were recorded in the years ended September 30, 2024, 2023 and 2022. However, we could have impairments in the future.
Further, the supply and price of these inputs are subject to market conditions and are impacted by many factors beyond our control, including labor shortages, pandemics and other outbreaks of contagious diseases weather conditions, natural disasters, governmental programs, regulations and trade and tariff policies, insects, plant diseases, inflation and increased demand.
Further, the supply and price of these inputs are subject to market conditions and are impacted by many factors beyond our control, including inflation and increased demand, labor shortages, weather conditions, natural disasters, governmental programs, regulations and trade and tariff policies and pandemics and other outbreaks of contagious diseases.
If we do not successfully maintain and enhance our reputation and brand health, then our brands, product sales, financial condition and results of operations could be materially and adversely affected. Consolidation in our distribution channels, and competitive, economic and other pressures facing our customers, may hurt our profit margins.
If we do not successfully maintain and enhance our reputation and brand health, then our brands, product sales, financial condition, results of operations and cash flows could be materially and adversely affected. Consolidation in our distribution channels, and competitive, economic and other pressures facing our customers, may hurt our profit margins.
Cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals (including criminal hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in organized crime) with a wide range of expertise and motives (including monetization of corporate, payment or other internal or personal data, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons).
Cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals (including criminal hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in organized crime) with a wide range of expertise 19 Table of Contents and motives (including monetization of corporate, payment or other internal or personal data, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons).
These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock or other securities; make investments and acquisitions; enter into, or permit to exist, contractual limits on the ability of our subsidiaries to pay dividends to us; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies.
These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock or other securities; make investments and acquisitions; enter into, or permit to exist, 21 Table of Contents contractual limits on the ability of our subsidiaries to pay dividends to us; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies.
For example, due to (i) better than expected volume growth for our Premier Protein RTD shakes and Dymatize powders in the second half of fiscal 2021 and in fiscal 2022 and, as to Premier Protein RTD shakes in fiscal 2023, (ii) delays in production and planned incremental production capacity by our third-party contract manufacturer network and (iii) in the case of Dymatize powders, whey protein availability, our customer demand exceeded our available capacity and resulted in Premier Protein RTD shakes and Dymatize powders inventories below acceptable levels during fiscal 2021 and Premier Protein RTD shakes inventories below acceptable levels in fiscal 2022 and into fiscal 2023.
For example, due to (i) better than expected volume growth for our Premier Protein RTD shakes and Dymatize powders in fiscal 2022 and, as to Premier Protein RTD shakes in fiscal 2023, (ii) delays in production and planned incremental production capacity by our third-party contract manufacturer network and (iii) in the case of Dymatize powders, whey protein availability, our customer demand exceeded our available capacity and resulted in Premier Protein RTD shakes and Dymatize powders inventories below acceptable levels during fiscal 2021 and Premier Protein RTD shakes inventories below acceptable levels in fiscal 2022, fiscal 2023 and into fiscal 2024.
Further, as we did in fiscal 2022 and 2023, we may experience operational difficulties with any of these third-party contract manufacturers, such as limitations on production capacity, failure to meet our quantity requirements, including as a result of pandemics or other outbreaks of contagious diseases, increases in manufacturing costs, errors in complying with product specifications, insufficient quality control and failure to meet production deadlines.
Further, as we did in fiscal 2022 through fiscal 2024, we may experience operational difficulties with any of these third-party contract manufacturers, such as limitations on production capacity, failure to meet our quantity requirements, including as a result of pandemics or other outbreaks of contagious diseases, increases in manufacturing costs, errors in complying with product specifications, insufficient quality control and failure to meet production deadlines.
Although we have added additional third-party contract manufacturers of our Premier Protein RTD shakes to our third-party contract manufacturing network, our number of third-party contract manufacturers is still limited and if one or more of our third-party contract manufacturers is unable to meet our supply requirements, it could have a material adverse impact on our business, financial condition, results of operations and cash flows.
Although we have added additional third-party contract manufacturers of our Premier Protein RTD shakes to our third-party contract manufacturing network, if one or more of our third-party contract manufacturers is unable to meet our supply requirements, it could have a material adverse impact on our business, financial condition, results of operations and cash flows.
Foreign Corrupt Practices Act), and changes to such laws and regulations; • compliance with treaties, antitrust and competition laws, data privacy laws (including the E.U.’s General Data Protection Regulation), anti-corruption laws (including the U.K.
Foreign Corrupt Practices Act), and changes to such laws and regulations; • compliance with treaties, antitrust and competition laws, data privacy laws (including the General Data Protection Regulation and the E.U.’s General Data Protection Regulation and the E.U.-U.S. Data Privacy Framework), anti-corruption laws (including the U.K.
Although we have not detected a material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect them to continue. 19 Table of Contents We also are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding data privacy, data protection and data security.
Although we have not detected a material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect them to continue. We also are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding data privacy, data protection and data security.
There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in our stock.
There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the 28 Table of Contents performance of an investment in our stock.
If we fail to effectively manage our inventories, fluctuations in business as a result of promotional activities and seasonality may have an adverse impact on our financial condition, results of operations and cash flows. 17 Table of Contents Our international operations subject us to additional risks.
If we fail to effectively manage our inventories, fluctuations in business as a result of promotional activities and seasonality may have an adverse impact on our financial condition, results of operations and cash flows. Our international operations subject us to additional risks.
Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be 28 Table of Contents inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
Additionally, perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners and customers. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Additionally, perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners and customers. 29 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as third-party nondisclosure, confidentiality and assignment agreements and confidentiality provisions in third-party agreements and the policing of third party misuses of our 18 Table of Contents intellectual property.
We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as third-party nondisclosure, confidentiality and assignment agreements and confidentiality provisions in third-party agreements and the policing of third party misuses of our intellectual property.
Consequently, our stockholders must rely on sales of their shares of our common stock after price appreciation, which may never occur, as the 27 Table of Contents only way to realize any future gains on their investment.
Consequently, our stockholders must rely on sales of their shares of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
In addition, we may be required to pay damage awards or settlements, become subject to injunctions or other equitable remedies, be required to modify our business processes, practices or products or be required to stop selling certain of our products.
In addition, we may be required to pay damage awards or settlements, become subject to injunctions or other equitable remedies, be required to modify our business processes, practices or products or be required to 26 Table of Contents stop selling certain of our products.
An opinion of tax counsel is not binding on the IRS. Accordingly, the IRS may reach conclusions with respect to the distribution that are different from the conclusions reached in the opinions, and any such differing conclusions may result in U.S. federal income tax liability.
An opinion of tax counsel is not binding on the U.S. Internal Revenue Service (the “IRS”). Accordingly, the IRS may reach conclusions with respect to the distribution that are different from the conclusions reached in the opinions, and any such differing conclusions may result in U.S. federal income tax liability.
Financial and Economic Risks We have substantial debt, which could have a negative impact on our financing options and liquidity position and which could adversely affect our business. We have a significant amount of debt. As of September 30, 2023, we had $865.0 million in aggregate principal amount of total debt.
Financial and Economic Risks We have substantial debt, which could have a negative impact on our financing options and liquidity position and which could adversely affect our business. We have a significant amount of debt. As of September 30, 2024, we had $840.0 million in aggregate principal amount of total debt.
During fiscal 2021 and 2022, the COVID-19 pandemic impacted our operations, including causing disruptions in our supply chain.
During fiscal 2022, the COVID-19 pandemic impacted our operations, including causing disruptions in our supply chain.
The expansion of our business depends on our ability to obtain new, or expand our business with existing, customers, such as club, FDM, eCommerce, convenience and specialty 16 Table of Contents customers.
The expansion of our business depends on our ability to obtain new, or expand our business with existing, customers, such as club, FDM, eCommerce, convenience and specialty customers.
The market price of our common stock could fluctuate significantly for many reasons, including in response to the risk factors listed in this report or for reasons unrelated to our specific performance, such as reports by industry analysts, our failure to meet analysts’ earnings estimates, investor perceptions, or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions.
The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks and uncertainties discussed in this report or for reasons unrelated to our specific performance, such as reports by industry analysts, our failure to meet analysts’ earnings estimates, investor perceptions, or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions.
To the extent we fail to manage our foreign currency exposure adequately, we may suffer losses in value of our net foreign currency investment, and our business, financial condition, results of operations and cash flows may be negatively affected. Our market size and related estimates may prove to be inaccurate.
To the extent we fail to manage our foreign currency exposure adequately, we may suffer losses in value of our net investment in a foreign operation, and our business, financial condition, results of operations and cash flows may be negatively affected. 18 Table of Contents Our market size and related estimates may prove to be inaccurate.
Our largest customers, Costco, Walmart and its affiliates (which includes Sam’s Club) and Amazon, accounted for approximately 75.3% of our net sales in our year ended September 30, 2023. The success of our business depends, in part, on our ability to maintain our level of sales and product distribution through the club, FDM, eCommerce, specialty and convenience channels.
Our largest customers, Walmart and its affiliates (which includes Sam’s Club), Costco and Amazon, accounted for approximately 74.8% of our net sales in our year ended September 30, 2024. The success of our business depends, in part, on our ability to maintain our level of sales and product distribution through the club, FDM, eCommerce, specialty and convenience channels.
Moreover, our certificate of incorporation provides that we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors, officers, managers, employees or agents who also are directors, officers, 24 Table of Contents employees, agents or affiliates of Post or its affiliates (except that we and our subsidiaries are not deemed affiliates of Post or its affiliates for the purposes of the provision) or (ii) Post or its affiliates.
In addition, these provisions provide that we renounce any interest or expectancy to participate in any business of Post or its affiliates. 24 Table of Contents Moreover, our certificate of incorporation provides that we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors, officers, managers, employees or agents who also are directors, officers, employees, agents or affiliates of Post or its affiliates (except that we and our subsidiaries are not deemed affiliates of Post or its affiliates for the purposes of the provision) or (ii) Post or its affiliates.
Our milk-based protein costs have increased and may continue to increase due to factors such as labor shortages, pandemics or other outbreaks 14 Table of Contents of contagious diseases, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations, insects, plant diseases and inflation.
Our milk-based protein costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases,.
Pursuant to a tax matters agreement with Post, we have also agreed to indemnify 25 Table of Contents Post for any tax liabilities resulting from such transactions or other actions we take, and Post has agreed to indemnify us for any tax liabilities resulting from transactions entered into by Post.
Pursuant to a tax matters agreement with Post, we have agreed to indemnify Post for any tax liabilities resulting from such transactions or other actions we take, and Post has agreed to indemnify us for any tax liabilities resulting from transactions entered into by Post.
With approximately 420 employees as of November 1, 2023, our profitability may be substantially affected by costs of medical and other health and welfare benefits for these employees.
With approximately 485 employees as of November 1, 2024, our profitability may be substantially affected by costs of medical and other health and welfare benefits for these employees.
The supply and price of these ingredients are subject to market conditions and are influenced by many factors beyond our control, including labor shortages, pandemics or other outbreaks of contagious diseases, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations, insects, plant diseases and inflation.
The supply and price of these ingredients are subject to market conditions and are influenced by many factors beyond our control, including inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient 14 Table of Contents production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases.
Our ability to generate cash depends on many factors beyond our control. Our ability to pay principal and interest on our debt obligations and to fund any planned capital expenditures and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings.
Our ability to pay principal and interest on our debt obligations and to fund any planned capital expenditures and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings.
Climate change, or legal or market measures to address climate change, may negatively affect our business, reputation and operations. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.
Climate change, or legal or market measures to address climate change, may negatively affect our business, reputation and operations. Increasing levels of carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.
Additionally, our secured revolving credit facility has a remaining borrowing capacity of $225.0 million as of September 30, 2023 (all of which would be secured when drawn). 20 Table of Contents Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by ratings organizations were revised downward; • make it more difficult for us to satisfy the terms of our obligations under the terms of our financing arrangements; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; • increase our vulnerability to adverse economic or industry conditions; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by ratings organizations were revised downward; • make it more difficult for us to satisfy the terms of our obligations under the terms of our financing arrangements; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; • increase our vulnerability to adverse economic or industry conditions; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
Sales of our RTD protein shakes represented approximately 79.6% of our net sales in our year ended September 30, 2023. We believe that sales of our RTD protein shakes will continue to constitute a substantial amount of our net sales for the foreseeable future.
Sales of our RTD protein shakes represented approximately 81.1% of our net sales in our year ended September 30, 2024. We believe that sales of our RTD protein shakes will continue to constitute a substantial amount of our net sales for the foreseeable future.
Our net sales and profitability are impacted by the introduction and discontinuance of such sales and promotion incentives. In addition, we have experienced and expect to continue to experience fluctuations in our quarterly results of operations due to the seasonal nature of our business.
We periodically offer a variety of sales and promotional incentives to our customers and consumers. Our net sales and profitability are impacted by the introduction and discontinuance of such sales and promotion incentives. In addition, we have experienced and expect to continue to experience fluctuations in our quarterly results of operations due to the seasonal nature of our business.
There has been a recent increase in lawsuits filed against food and beverage companies alleging deceptive advertising and labeling. In addition, actions we have taken or may take, or decisions we have made or may make, may result in legal claims or litigation against us.
Lawsuits filed against food and beverage companies alleging deceptive advertising and labeling continue to increase. In addition, actions we have taken or may take, or decisions we have made or may make, may result in legal claims or litigation against us.
In fiscal 2023, the U.S. experienced significantly heightened inflationary pressures and we expect certain inflationary pressures to continue into fiscal 2024.
In fiscal 2024, the U.S. experienced certain inflationary pressures and we expect certain inflationary pressures to continue into fiscal 2025.
In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. 21 Table of Contents To service indebtedness and fund other cash needs, we will require a significant amount of cash.
In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. To service indebtedness and fund other cash needs, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our sales and profit growth are dependent upon our ability to expand existing market penetration and enter into new markets. Successful growth depends on our ability to add new customers, enter into new markets, expand the number of products sold through existing customers and enhance our product portfolio.
Successful growth depends on our ability to add new customers, enter into new markets, expand the number of products sold through existing customers and enhance our product portfolio.
Our business could suffer if we do not continue to contract with key third-party manufacturers or as a result of a third-party contract manufacturer’s inability to produce our products for us in the quantities required, on time or to our specifications.
Our business could suffer if we do not continue to contract with key third-party manufacturers or as a result of a third-party contract manufacturer’s inability to produce our products for us in the quantities required, on time or to our specifications. All of our RTD protein shakes and most of our other products are manufactured by independent third-party contract manufacturers.
Competitors can be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. 13 Table of Contents We are currently dependent on a limited number of third-party contract manufacturers for the manufacturing of most of our products, including one manufacturer for the majority of our RTD protein shakes.
Competitors can be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. We are dependent on third-party contract manufacturers for the manufacture of most of our products, including one manufacturer for nearly half of our RTD protein shakes.
Our freight costs may increase due to factors such as labor shortages, increased fuel costs, limited carrier availability, increased compliance costs associated with new or changing government regulations, pandemics or other outbreaks of contagious diseases and inflation. Higher prices for natural gas, propane, electricity and fuel also may increase our ingredient, production and delivery costs.
Our freight costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, increased fuel costs, limited carrier availability, increased compliance costs associated with new or changing government regulations, pandemics or other outbreaks of contagious diseases.
In addition, in the event we do not maintain effective internal control over financial reporting, we might fail to timely prevent or detect potential financial misstatements.
In addition, in the event we do not maintain effective internal control over financial reporting, we might fail to timely prevent or detect potential financial misstatements. As of September 30, 2024, management determined that our internal control over financial reporting was effective.
With respect to proposed divestitures of assets or businesses, we may encounter difficulty in finding acquirers or alternative exit strategies on terms that are favorable to us, which could delay the accomplishment of our strategic objectives, or our divestiture activities may require us to recognize impairment charges.
With respect to proposed divestitures of assets or businesses, we may encounter difficulty in finding acquirers or alternative exit strategies on terms that are favorable to us, which could delay the accomplishment of our strategic objectives, or our divestiture activities may require us to recognize impairment charges. 20 Table of Contents Our corporate development activities may present financial and operational risks and may have adverse effects on existing business relationships with suppliers and customers.
The prices charged for our products may not reflect changes in our input costs at the time they occur, or at all. Accordingly, changes in input costs may limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Accordingly, changes in input costs may limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations and cash flows.
For example, for our year ended September 30, 2023, approximately 53.8% of our Premier Protein RTD shake supply came from our largest third-party contract manufacturer, with approximately 31.9% of our Premier Protein RTD shake supply manufactured at its Joplin, Missouri facility.
For example, for our year ended September 30, 2024, approximately 47.7% of our Premier Protein RTD shake supply came from our largest third-party contract manufacturer, with approximately 28.9% of our Premier Protein RTD shake supply manufactured at a single facility.
In the event of a loss of any of our large customers, a significant reduction of purchases by any of our large customers or the bankruptcy or serious financial difficulty of any of our large customers, our business, financial condition, results of operations and cash flows may be adversely affected.
In the event of a loss of any of our large customers, a significant reduction of purchases by any of our large customers or the bankruptcy or serious financial difficulty of any of our large customers, our business, financial condition, results of operations and cash flows may be adversely affected. 17 Table of Contents Fluctuations in our business due to changes in our promotional activities and seasonality may have an adverse impact on our financial condition, results of operations and cash flows.
We may, from time to time, be subject to proposals and other requests from stockholders urging us to take certain corporate actions, including proposals seeking to influence our corporate policies or effect a change in our management.
Actions of stockholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our business. We may, from time to time, be subject to proposals and other requests from stockholders urging us to take certain corporate actions, including proposals seeking to influence our corporate policies or effect a change in our management.
Our profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. In addition, our competitors are increasingly using social media networks to advertise products. If we are unable to use social media effectively to advertise our products, it could adversely affect our business, financial condition, results of operations and cash flows.
Our profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. In addition, our competitors are increasingly using social media networks and digital media platforms to advertise products.
Additionally, if any of our customers are consolidated with another entity and the surviving entity of any such consolidation is not a customer or decides to discontinue purchasing our products, we may lose significant amounts of our preexisting business with the acquired customer.
Additionally, if any of our customers are consolidated with another entity and the surviving entity of any such consolidation is not a customer or decides to discontinue purchasing our products, we may lose significant amounts of our preexisting business with the acquired customer. 16 Table of Contents Further, the economic and competitive landscape for our customers is constantly changing, such as the emergence of new sales channels, and our customers’ responses to those changes could impact our business.
If we are unable to effectively compete in the expanding eCommerce market or develop the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows.
If we are unable to effectively compete in the expanding eCommerce market or develop the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows. 15 Table of Contents Emerging science and theories regarding health are constantly evolving, and products or methods of eating once considered healthy may over time become disfavored by consumers or no longer be perceived as healthy.
Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries and our ability to pay dividends may be further restricted as a result of the laws of our subsidiaries’ jurisdictions of organization or their agreements, including agreements governing indebtedness.
Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries and our ability to pay dividends may be further restricted as a result of the laws of our subsidiaries’ jurisdictions of organization or their agreements, including agreements governing indebtedness. 27 Table of Contents Our certificate of incorporation and bylaws and provisions of Delaware law may discourage or prevent strategic transactions, including a takeover of the Company, even if such a transaction would be beneficial to our stockholders.
Historically, the prices of certain of our raw materials, energy and other supplies used in our business have fluctuated widely. In addition, we have experienced shortages of certain of our raw materials, which result in us paying increased costs for such inputs and impact our ability to produce our products.
In addition, we have experienced shortages of certain of our raw materials, which result in us paying increased costs for such inputs and impact our ability to produce our products. The prices charged for our products may not reflect changes in our input costs at the time they occur, or at all.
Further, certain ingredients used in our products may become negatively perceived by consumers, resulting in decreased demand for our products or reformulation of existing products to remove such ingredients, which may negatively affect taste or other qualities. 15 Table of Contents Prolonged negative perceptions concerning the health implications of certain food and beverage products could influence consumer preferences and acceptance of some of our products and marketing programs.
Further, certain ingredients used in our products may become negatively perceived by consumers, resulting in decreased demand for our products or reformulation of existing products to remove such ingredients, which may negatively affect taste or other qualities.
Internationally, the convenient nutrition category is regulated as food and dietary supplements. Such heightened regulatory scrutiny results in increased costs of operations and the 26 Table of Contents potential for delays in product sales.
Internationally, the convenient nutrition category is regulated as food and dietary supplements. Such heightened regulatory scrutiny results in increased costs of operations and the potential for delays in product sales. In addition, there is some risk that product classifications could be changed by the regulators, which could result in significant fines, penalties, discontinued distribution and relabeling costs.
In addition, there is some risk that product classifications could be changed by the regulators, which could result in significant fines, penalties, discontinued distribution and relabeling costs. Any of these events would negatively impact our revenues and costs of operations. Pending and future litigation and claims may impair our reputation or lead us to incur significant costs.
Any of these events would negatively impact our revenues and costs of operations. Pending and future litigation and claims may impair our reputation or lead us to incur significant costs.
The growing acceptance and use of medication to manage weight could negatively affect the demand for many types of food in general, including our products.
Approaches regarding healthy lifestyles also are the subject of numerous studies and publications, often with differing views and opinions, some of which may be adverse to us. The growing acceptance and use of medication to manage weight could negatively affect the demand for many types of food in general, including our products.
Payments under such tax receivable agreement may be substantial, and in certain cases may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement.
Payments under such tax receivable agreement may be substantial, and in certain cases may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement. 25 Table of Contents Legal and Regulatory Risks Violations of laws or regulations by us or our third-party contract manufacturers, as well as new laws or regulations or changes to existing laws or regulations, could adversely affect our business.
Disruption of our supply chain and changes in weather conditions could have an adverse effect on our business, financial condition, results of operations and cash flows. Our ability to make, move and sell products in coordination with our suppliers, third-party contract manufacturers and distributors is critical to our success.
Our ability to make, move and sell products in coordination with our suppliers, third-party contract manufacturers and distributors is critical to our success.
Although we strive to respond to consumer or customer preferences and social expectations, we may not be successful in these efforts.
Prolonged negative perceptions concerning the health implications of certain food and beverage products could influence consumer preferences and acceptance of some of our products and marketing programs. Although we strive to respond to consumer or customer preferences and social expectations, we may not be successful in these efforts.
Our and our third-party manufacturing and distribution facilities and inventory management utilize information technology to increase efficiencies and control costs.
We also depend upon our information technology infrastructure for digital marketing activities and for electronic communications among our locations, personnel, customers, third-party contract manufacturers and suppliers. Our and our third-party manufacturing and distribution facilities and inventory management utilize information technology to increase efficiencies and control costs.
All of our RTD protein shakes and most of our other products are manufactured by a limited number of independent third-party contract manufacturers. For our year ended September 30, 2023, approximately 53.8% of our Premier Protein RTD shake supply came from a single manufacturer and approximately 31.9% from a single facility of that manufacturer.
For our year ended September 30, 2024, approximately 47.7% of our Premier Protein RTD shake supply came from a single manufacturer and approximately 28.9% from a single facility of that manufacturer. Further, a majority of production of our Premier Protein RTD protein shakes in the 11.5 ounce size are currently sourced from a single facility of a third-party contract manufacturer.
Our supply of packaging for our 11 ounce RTD protein shakes from this supplier comes primarily from three of its locations.
Our supply of packaging for our 11 ounce Premier Protein RTD protein shakes from this supplier comes primarily from three of its locations. Further, a majority of production of our Premier Protein RTD protein shakes in the 11.5 13 Table of Contents ounce size are currently sourced from a single facility of a third-party contract manufacturer.
As of September 30, 2023, the aggregate principal amount of our debt instruments with exposure to interest rate risk was $25.0 million. Higher interest rates will increase the cost of servicing our financial instruments with exposure to interest rate risk and could materially reduce our profitability and cash flows.
From time to time, we have debt outstanding with exposure to variable interest rates. As a result, we have in the past been and may in the future be adversely effected by rising interest rates, which will increase the cost of servicing our financial instruments with exposure to interest rate risk and could materially reduce our profitability and cash flows.
While we do not expect the transition from LIBOR and the risks related thereto to have a material adverse effect on us, it remains uncertain at this time. Our borrowing costs and access to capital and credit markets could be adversely affected by a downgrade or potential downgrade of our credit ratings.
Our borrowing costs and access to capital and credit markets could be adversely affected by a downgrade or potential downgrade of our credit ratings.
Removed
Emerging science and theories regarding health are constantly evolving, and products or methods of eating once considered healthy may over time become disfavored by consumers or no longer be perceived as healthy. Approaches regarding healthy lifestyles also are the subject of numerous studies and publications, often with differing views and opinions, some of which may be adverse to us.
Added
If we are unable to use social media and digital media platforms effectively to advertise our products, it could adversely affect our business, financial condition, results of operations and cash flows. Disruption of our supply chain and changes in weather conditions could have an adverse effect on our business, financial condition, results of operations and cash flows.
Removed
Fluctuations in our business due to changes in our promotional activities and seasonality may have an adverse impact on our financial condition, results of operations and cash flows. We periodically offer a variety of sales and promotional incentives to our customers and consumers.
Added
Higher prices for natural gas, propane, electricity and fuel also may increase our ingredient, production and delivery costs. Historically, the prices of certain of our raw materials, energy and other supplies used in our business have fluctuated widely.
Removed
We also depend upon our information technology infrastructure for digital marketing activities and for electronic communications among our locations, personnel, customers, third-party contract manufacturers and suppliers. The importance of such networks and systems has increased as a greater number of our employees work remotely all or part of the time.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeManagement believes our facilities generally are in good operating condition. In conjunction with our arrangements with third-party contract manufacturers, management believes, taken as a whole, our facilities generally are suitable, adequate and of sufficient capacity for our current operations. See “Risk Factors” included in Item 1A of this report for more information about our supply chain.
Biggest changeManagement believes our facilities generally are in good operating condition. In conjunction with our arrangements with third-party contract manufacturers, management believes, taken as a whole, our facilities generally are suitable, adequate and of sufficient capacity for our current operations. See “Risk Factors” included in Item 1A of this report for more information about our supply chain and related risks.
ITEM 2. PROPERTIES Post provides us space for our principal executive offices in St. Louis, Missouri pursuant to the MSA among BellRing Inc., BellRing LLC, BellRing Intermediate Holdings, Inc. and Post. Our other administrative offices, as well as the warehousing, distribution and research and development facilities of our principal operations, are described below.
ITEM 2. PROPERTIES Post provides us space for our principal executive offices in St. Louis, Missouri pursuant to the master services agreement among BellRing Brands, Inc., BellRing LLC, BellRing Intermediate Holdings, Inc. and Post. Our other administrative offices, as well as the warehousing, distribution and research and development facilities of our principal operations, are described below.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information required under this Item 3 is set forth in Note 14 within “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report and is incorporated herein by this reference.
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required under this Item 3 is set forth in Note 14 within “Notes to Consolidated Financial Statements” included in Item 8 of this report and is incorporated herein by this reference.
Applying this threshold, there are no such environmental proceedings pending as of the filing date of this report or that were resolved during the three months ended September 30, 2023. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 Table of Contents PART II
Applying this threshold, there are no such environmental proceedings pending as of the filing date of this report or that were resolved during the three months ended September 30, 2024. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(b) On May 3, 2023, the Company’s Board of Directors approved an $80,000,000 repurchase authorization (the “Authorization”) with respect to shares of BellRing Common Stock effective May 3, 2023. The Authorization expires on May 3, 2025.
Biggest change(b) On February 29, 2024, our Board of Directors approved a $300,000,000 repurchase authorization with respect to shares of BellRing Common Stock (the “Authorization”). The Authorization was effective on March 11, 2024 and has an expiration date of March 11, 2026.
Issuer Purchases of Equity Securities The following table sets forth information with respect to repurchases of shares of our BellRing Common Stock during the three months ended September 30, 2023 and our BellRing Common Stock repurchase authorization.
Issuer Purchases of Equity Securities The following table sets forth information with respect to repurchases of shares of our BellRing Common Stock during the three months ended September 30, 2024 and our BellRing Common Stock repurchase authorization.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Repurchases may be made from time to time in the open market, private purchases, through forward, derivative, alternative, accelerated repurchase or automatic purchase transactions, or otherwise. 31 Table of Contents Performance Graph The following performance graph compares the changes for the period beginning October 17, 2019, the first day our common stock began trading on the NYSE, through September 29, 2023 in the cumulative total value of $100 hypothetically invested in each of (i) our publically traded common stock (which included Old BellRing Class A Common Stock prior to March 10, 2022 and BellRing Common Stock subsequent to March 10, 2022); (ii) the Russell 2000 index; and (iii) the S&P 1500 Packaged Foods & Meats Index. * $100 invested on October 17, 2019 in stock or index.
Repurchases may be made from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise. 32 Table of Contents Performance Graph The following performance graph compares the changes for the period beginning October 17, 2019, the first day our common stock began trading on the NYSE, through September 30, 2024 in the cumulative total value of $100 hypothetically invested in each of (i) our publicly traded common stock (which included Old BellRing Class A Common Stock prior to March 10, 2022 and BellRing Common Stock subsequent to March 10, 2022); (ii) the Russell 1000 index; (iii) the Russell 2000 index; and (iv) the S&P 1500 Packaged Foods & Meats Index.
For additional information, refer to Note 1 within “Notes to Consolidated Financial Statements” in Item 8 of this report. There were approximately 4,131 stockholders of record of our BellRing Common Stock as of November 14, 2023. Dividends We may not pay cash dividends on our BellRing Common Stock for the foreseeable future.
For additional information, refer to Note 1 within “Notes to Consolidated Financial Statements” in Item 8 of this report. There were approximately 4,013 stockholders of record of our BellRing Common Stock as of November 12, 2024. Dividends We may not pay cash dividends on our BellRing Common Stock for the foreseeable future.
($) Russell 2000 Index ($) S&P 1500 Packaged Foods & Meats Index ($) 10/17/2019 100.00 100.00 100.00 9/30/2020 125.70 99.13 106.21 9/30/2021 186.36 146.36 112.18 9/30/2022 139.27 111.93 118.20 9/29/2023 278.62 121.86 121.02 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
($) Russell 1000 Index ($) Russell 2000 Index ($) S&P 1500 Packaged Foods & Meats Index ($) 10/17/2019 100.00 100.00 100.00 100.00 9/30/2020 125.70 115.12 99.13 106.21 9/30/2021 186.36 150.74 146.36 112.18 9/30/2022 139.27 124.77 111.93 118.20 9/29/2023 278.62 151.19 121.86 121.02 9/30/2024 410.32 205.10 154.45 134.16 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b) July 1, 2023 - July 31, 2023 — $ — — $31,000,428 August 1, 2023 - August 31, 2023 133,487 $ 38.58 133,487 $25,850,718 September 1, 2023 - September 30, 2023 67,543 $ 40.42 67,543 $23,120,318 Total 201,030 $ 39.20 201,030 $23,120,318 (a) Does not include broker’s commissions or accrued excise tax.
Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b) July 1, 2024 - July 31, 2024 263,686 $ 56.89 263,686 $200,576,561 August 1, 2024 - August 31, 2024 382,238 $ 54.72 382,238 $179,660,627 September 1, 2024 - September 30, 2024 77,821 $ 58.98 77,821 $175,071,070 Total 723,745 $ 55.97 723,745 $175,071,070 (a) Does not include broker’s commissions or accrued excise tax.
Added
In June 2024, our publicly traded common stock became a component of the Russell 1000 index. Previously, our publicly traded common stock was a component of the Russell 2000 index. As such, the Russell 1000 index has been deemed to be the more comparable index going forward. * $100 invested on October 17, 2019 in stock or index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended September 30, dollars in millions 2023 2022 Computed tax at federal statutory rate (21%) $ 46.3 $ 30.6 Income tax expense attributable to redeemable noncontrolling interest — (7.6) State income taxes, net of effect on federal tax 8.4 4.7 Transaction costs — 2.0 Other, net (none in excess of 5% of computed tax) 0.2 (0.1) Income tax expense $ 54.9 $ 29.6 The increase in our effective income tax rate for fiscal 2023 compared to the prior year was primarily due to us reporting 100% of the income, gain, loss and deduction of BellRing LLC in the periods subsequent to the Spin-off, partially offset by higher separation-related expenses incurred in connection with the Spin-off in the prior year that were treated as non-deductible.
Biggest changeYear Ended September 30, dollars in millions 2024 2023 Computed tax at federal statutory rate (21%) $ 69.2 $ 46.3 State income taxes, net of effect on federal tax 13.5 8.4 Other, net (none in excess of 5% of computed tax) 0.2 0.2 Income tax expense $ 82.9 $ 54.9 The Organization for Economic Cooperation and Development’s global tax reform initiative (referred to as Pillar 2) is aimed at ensuring multinational enterprises pay a minimum level of tax in all countries in which they operate, with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.
Debt Covenants The Credit Agreement contains affirmative and negative covenants applicable to us and our restricted subsidiaries customary for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property; existence; insurance; books and records; inspection rights; obligation to provide collateral and guarantees by certain new subsidiaries; delivery of environmental reports; participation in an annual meeting with the agent and the lenders; further assurances; and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, changes in the nature of business, transactions with affiliates and dividends and redemptions or repurchases of stock.
Debt Covenants The Credit Agreement contains affirmative and negative covenants applicable to us and our restricted subsidiaries customary for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property; existence; insurance; books and records; providing inspection rights; obligation to provide collateral and guarantees by certain new subsidiaries; delivery of environmental reports; participation in an annual meeting with the agent and the lenders; further assurances; and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, changes in the nature of business, transactions with affiliates and dividends and redemptions or repurchases of stock.
Sales are typically higher throughout the remainder of the fiscal year as a result of promotional activity at key retailers as well as organic growth of the business. Market Trends During fiscal 2023 and 2022, input cost inflation, including raw material, packaging and manufacturing costs, impacted our supply chain and put downward pressure on profit margins.
Sales are typically higher throughout the remainder of the fiscal year as a result of promotional activity at key retailers as well as organic growth of the business. Market Trends During fiscal 2023, input cost inflation, including raw material, packaging and manufacturing costs, impacted our supply chain and put downward pressure on profit margins.
Consequently, profits from these operations are impacted by fluctuations in the value of this currency relative to the U.S. Dollar. We incur gains and losses within our stockholders’ equity due to the translation of our financial statements from foreign currencies into U.S. Dollars.
Consequently, profits from these operations are impacted by fluctuations in the value of this currency relative to the U.S. Dollar. We incur gains and losses within our stockholders’ equity due to the translation of our financial statements from foreign currencies into U.S.
We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months.
We are not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months.
The term “Net earnings available to common stockholders” generally refers to net earnings available to Old BellRing Class A common stockholders during the periods prior to the Spin-off and to net earnings available to BellRing common stockholders during the periods subsequent to the Spin-off.
The term “Net earnings available to common stockholders” generally refers to net earnings available to Old BellRing Class A common stockholders during the period prior to the Spin-off and to net earnings available to BellRing common stockholders during the periods subsequent to the Spin-off.
The term “Common Stock” generally refers to Old BellRing Class A Common Stock and Old BellRing Class B Common Stock during the periods prior to the Spin-off and to BellRing Common Stock during the periods subsequent to the Spin-off.
The term “Common Stock” generally refers to Old BellRing Class A Common Stock and Old BellRing Class B Common Stock during the period prior to the Spin-off and to BellRing Common Stock during the periods subsequent to the Spin-off.
Long-term financing needs include the repayment of our 7.00% Senior Notes and Revolving Credit Facility. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales.
Long-term financing needs include the repayment of our 7.00% Senior Notes. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales.
Certain of these covenants are subject to suspension when and if the 7.00% Senior Notes receive investment grade ratings. COMMODITY TRENDS We are exposed to price fluctuations primarily from purchases of ingredients and packaging materials, energy and other inputs. Our principal ingredients are milk-based, whey-based and soy-based proteins, protein blends, sweeteners and vitamin and mineral blends.
Certain of these covenants are subject to suspension when and if the 7.00% Senior Notes receive investment grade ratings. 38 Table of Contents COMMODITY TRENDS We are exposed to price fluctuations primarily from purchases of ingredients and packaging materials, energy and other inputs. Our principal ingredients are milk-based, whey-based and soy-based proteins, protein blends, sweeteners and vitamin and mineral blends.
Redemption rate assumptions are based on historical results of similar promotions on a deal-by-deal basis, adjusted for current expectations of promotion performance based on the current market. We review and update estimates of variable consideration quarterly.
Redemption rate assumptions are based on historical results of similar promotions on a deal-by-deal basis, adjusted for current expectations of promotion performance based on current market trends. We review and update estimates of variable consideration quarterly.
For additional information on the Spin-off, Credit Agreement and share repurchases, see Notes 1, 13 and 16 within “Notes to Consolidated Financial Statements.” Sources and Uses of Cash We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations and possible future credit facilities will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future.
For additional information on our Credit Agreement and share repurchases, see Notes 13 and 16 within “Notes to Consolidated Financial Statements.” Sources and Uses of Cash We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future.
We are a consumer products holding company operating in the global convenient nutrition category and are a provider of ready-to-drink (“RTD”) protein shakes, other RTD beverages and powders. We have a single operating and reportable segment, with our principal products being protein-based consumer goods. Our primary brands are Premier Protein and Dymatize.
We are a consumer products holding company operating in the global convenient nutrition category and are a provider of ready-to-drink (“RTD”) protein shakes and powders. We have a single operating and reportable segment, with our principal products being protein-based consumer goods. Our primary brands are Premier Protein and Dymatize.
The following should be read in conjunction with the discussion and analysis of our fiscal 2022 results compared to our fiscal 2021 results, including any related discussion of fiscal 2021 results and activity, which can be found in Item 7 of Part II under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2022, and such discussion and analysis is incorporated by reference herein.
The following should be read in conjunction with the discussion and analysis of our fiscal 2023 results compared to our fiscal 2022 results, including any related discussion of fiscal 2022 results and activity, which can be found in Item 7 under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2023, and such discussion and analysis is incorporated by reference herein.
Our income statement trends may be impacted by the translation of the income statements of our foreign operations into U.S. Dollars. The exchange rates used to translate our foreign sales into U.S.
Dollars and our income statement trends may be impacted by such translation of the income statements of our foreign operations. The exchange rates used to translate our foreign sales into U.S.
We were in compliance with the financial covenant as of September 30, 2023 , and we do not believe non-compliance is reasonably likely in the foreseeable future.
We were in compliance with the financial covenant as of September 30, 2024 , and we do not believe non-compliance is reasonably likely in the foreseeable future.
Nonetheless, the consumer food and beverage industry faces a number of challenges and uncertainties, including: • the highly competitive nature of the industry, which involves competition from a host of nutritional food and beverage companies, including manufacturers of other branded food and beverage products as well as manufacturers of private label and store brand products; • changing consumer preferences which require food manufacturers to identify changing preferences and to offer products that appeal to consumers; • supply chain challenges, including labor shortages and equipment delays, which have delayed capacity expansion across the broader third-party aseptic processing contract manufacturer network and are expected to continue into fiscal 2024; and • inflationary pressures (see “Market Trends” below for information).
Nonetheless, the consumer food and beverage industry faces a number of challenges and uncertainties, including: • the highly competitive nature of the industry, which involves competition from a host of nutritional food and beverage companies, including manufacturers of other branded food and beverage products as well as manufacturers of private label and store brand products; • changing consumer preferences which require food manufacturers to identify changing preferences and to offer products that appeal to consumers; • supply chain challenges, including labor shortages and equipment delays, which have delayed capacity expansion across the broader third-party aseptic processing contract manufacturer network; and • inflationary pressures (see “Market Trends” below for further information).
No significant capital expenditures are planned for fiscal 2024. Additionally, we may seek to repurchase shares of our Common Stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
No significant capital expenditures are planned for fiscal 2025. Additionally, we may continue to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
For additional information, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report. For further discussion, refer to “Results of Operations” within this section.
For additional information, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 35 Table of Contents For further discussion, refer to “Results of Operations” within this section.
Dollars positively affected net sales by less than 1% during the year ended September 30, 2023, and did not have a material impact on our operating profit or net earnings during the year ended September 30, 2023.
Dollars negatively affected net sales by less than 1% during the year ended September 30, 2024, and did not have a material impact on our operating profit or net earnings during the year ended September 30, 2024.
The terms “BellRing,” “we,” “our,” “us,” “the Company” or “our Company” generally refer to Old BellRing and its consolidated subsidiaries during the periods prior to the Spin-off and to us and our consolidated subsidiaries during the periods subsequent to the Spin-off unless otherwise stated or context otherwise indicates.
The terms “BellRing,” “we,” “our,” “us,” “the Company” or “our Company” generally refer to Old BellRing and its consolidated subsidiaries during the period prior to the Spin-off and to us and our consolidated subsidiaries during the periods 34 Table of Contents subsequent to the Spin-off unless otherwise stated or context otherwise indicates.
As of September 30, 2023, the Company had total purchase commitments of $1,487.7 million (with $459.6 million due in fiscal 2024) which extend through fiscal 2033. • Other liabilities – Other liabilities include obligations associated with certain employee benefit programs, provisions for legal matters, unrecognized tax benefits and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, 2023. 37 Table of Contents The following table presents select cash flow data, which is discussed below.
As of September 30, 2024, we had total purchase commitments of $1,517.0 million (with $661.2 million due in fiscal 2025) which extend through fiscal 2033. • Other liabilities – Other liabilities include obligations associated with certain employee benefit programs, provisions for legal matters, unrecognized tax benefits and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, 2024. 37 Table of Contents The following table presents select cash flow data, which is discussed below.
If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. Short-term financing needs primarily consist of working capital requirements and interest payments on our 7.00% Senior Notes and Revolving Credit Facility.
If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. Short-term financing needs primarily consist of working capital requirements and interest payments on our 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”).
Items Affecting Comparability During the years ended September 30, 2023 and 2022, net sales and/or operating profit were impacted by the following items: • accelerated amortization expense of $7.1 million for the year ended September 30, 2023 related to the discontinuance of the PowerBar business in North America; • separation-related expenses in connection with our separation from Post of $0.7 million and $14.5 million for the years ended September 30, 2023 and 2022, respectively; and • $5.0 million and $8.0 million of expense for the years ended September 30, 2023 and 2022, respectively, related to provisions for legal matters.
Items Affecting Comparability During the years ended September 30, 2024 and 2023, net sales and/or operating profit were impacted by the following items: • accelerated amortization expense of $17.4 million and $7.1 million for the years ended September 30, 2024 and 2023, respectively, related to the discontinuance of the PowerBar business in North America; and • $5.0 million of expense for the year ended September 30, 2023 related to provisions for legal matters.
Financing Activities Fiscal 2023 Cash used in financing activities for the year ended September 30, 2023 was $201.7 million. We paid $125.5 million, including broker’s commissions, for the repurchase of Common Stock and borrowed and repaid $115.0 million and $189.0 million, respectively, under the Revolving Credit Facility.
We paid $146.6 million, including broker’s commissions, for the repurchase of our common stock and repaid $25.0 million under the Revolving Credit Facility. Fiscal 2023 Cash used in financing activities for the year ended September 30, 2023 was $201.7 million.
Year Ended September 30, dollars in millions 2023 2022 Cash provided by (used in): Operating activities $ 215.6 $ 21.0 Investing activities (1.8) (1.8) Financing activities (201.7) (135.0) Effect of exchange rate changes on cash and cash equivalents 0.5 (1.0) Net increase (decrease) in cash and cash equivalents $ 12.6 $ (116.8) Operating Activities Cash provided by operating activities for the year ended September 30, 2023 increased $194.6 million compared to the prior year.
Year Ended September 30, dollars in millions 2024 2023 Cash provided by (used in): Operating activities $ 199.6 $ 215.6 Investing activities (1.8) (1.8) Financing activities (175.1) (201.7) Effect of exchange rate changes on cash and cash equivalents — 0.5 Net increase in cash and cash equivalents $ 22.7 $ 12.6 Operating Activities Cash provided by operating activities for the year ended September 30, 2024 decreased $16.0 million compared to the prior year.
On August 11, 2022, Post transferred 14.8 million shares of its BellRing Common Stock to certain financial institutions in satisfaction of term loan obligations of Post, which reduced Post’s ownership of BellRing Common Stock to 3.4% as of September 30, 2022.
On August 11, 2022, Post transferred 14.8 million shares of its BellRing Common Stock to certain financial institutions in satisfaction of term loan obligations of Post. On November 25, 2022, Post transferred its remaining 4.6 million shares of BellRing Common Stock to certain financial institutions in satisfaction of term loan obligations of Post.
The Credit Agreement provides for potential incremental revolving and term facilities at our request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits us to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement. 38 Table of Contents In addition, the indenture governing the 7.00% Senior Notes contains negative covenants customary for this type of agreement that limit our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on, or redeem or repurchase, stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter into transactions with affiliates; and sell assets or merge with other companies.
In addition, the indenture governing the 7.00% Senior Notes contains negative covenants customary for this type of agreement that limit our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on, or redeem or repurchase, stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter into transactions with affiliates; and sell assets or merge with other companies.
See Note 13 within “Notes to Consolidated Financial Statements” for additional information on our debt. Income Tax Expense Our effective income tax rate for fiscal 2023 was 24.9% compared to 20.3% for fiscal 2022. The following table presents the reconciliation of income tax expense with amounts computed at the United States (“U.S.”) federal statutory tax rate.
Income Tax Expense Our effective income tax rate for fiscal 2024 was 25.2% compared to 24.9% for fiscal 2023. The following table presents the reconciliation of income tax expense with amounts computed at the United States (“U.S.”) federal statutory tax rate.
As a result, we have taken pricing actions on nearly all products. We expect inflationary pressures on protein costs to ease in fiscal 2024, while other costs, such as packaging and manufacturing, to continue to face inflationary pressures in fiscal 2024.
As a result, we took pricing actions on certain products. During fiscal 2024, inflationary pressures on protein costs eased while other costs, such as packaging and manufacturing, continued to face inflationary pressures.
During the year ended September 30, 2023, we repurchased 4.2 million shares of BellRing Common Stock at an average share price of $29.56 per share and at a total cost, including accrued excise tax and broker’s commissions, of $126.3 million. 36 Table of Contents During the year ended September 30, 2022 , prior to the Spin-Off, we repurchas ed 0.8 million shares of Old BellRing Class A Common Stock at an average share price of $23.34 per share and at a total cost, including broker’s commissions, of $18.1 million.
During the years ended September 30, 2024 and 2023, we repurchased 2.6 million and 4.2 million shares, respectively, of our common stock at an average share price of $56.12 and $29.56 per share, respectively, and at a total cost, including accrued excise tax and broker’s commissions, of $148.0 million and $126.3 million, respectively.
RESULTS OF OPERATIONS Year Ended September 30, Change in dollars in millions 2023 2022 Dollars Percentage Net Sales $ 1,666.8 $ 1,371.5 $ 295.3 22 % Operating Profit $ 287.3 $ 212.4 $ 74.9 35 % Interest expense, net 66.9 49.2 17.7 36 % Loss on extinguishment and refinancing of debt, net — 17.6 (17.6) (100) % Income tax expense 54.9 29.6 25.3 85 % Less: Net earnings attributable to redeemable noncontrolling interest — 33.7 (33.7) (100) % Net Earnings Available to Common Stockholders $ 165.5 $ 82.3 $ 83.2 101 % Net Sales Net sales increased $295.3 million, or 22%, during the year ended September 30, 2023 compared to the prior year.
RESULTS OF OPERATIONS Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 1,996.2 $ 1,666.8 $ 329.4 20 % Operating Profit $ 387.7 $ 287.3 $ 100.4 35 % Interest expense, net 58.3 66.9 (8.6) (13) % Income tax expense 82.9 54.9 28.0 51 % Net Earnings Available to Common Stockholders $ 246.5 $ 165.5 $ 81.0 49 % Net Sales Net sales increased $329.4 million, or 20%, during the year ended September 30, 2024 compared to the prior year.
Sales of all other products were down $3.2 million. Operating Profit Operating profit increased $74.9 million, or 35%, during the year ended September 30, 2023 compared to the prior year. This increase was primarily driven by higher net sales, as previously discussed, and $13.8 million of lower costs related to the separation from Post.
Operating Profit Operating profit increased $100.4 million, or 35%, during the year ended September 30, 2024 compared to the prior year. This increase was primarily driven by higher net sales (net of increased promotional activity), as previously discussed, and lower net product costs of $98.5 million (driven by lower raw material costs, partially offset by higher manufacturing costs).
These positive impacts were partially offset by increased tax payments (net of refunds) of $26.3 million and increased interest payments of $21.6 million. Investing Activities Cash used in investing activities for both the years ended September 30, 2023 and 2022 was $1.8 million and related to capital expenditures in each year.
Investing Activities Cash used in investing activities for both the years ended September 30, 2024 and 2023 was $1.8 million and related to capital expenditures in each year. Financing Activities Fiscal 2024 Cash used in financing activities for the year ended September 30, 2024 was $175.1 million.
During the years ended September 30, 2023 and 2022, we borrowed $115.0 million and $164.0 million, respectively, under the Revolving Credit Facility and repaid $189.0 million and $65.0 million, respectively, under the Revolving Credit Facility. We had $225.0 million and $151.0 million of borrowing capacity as of September 30, 2023 and 2022, respectively.
We had $250.0 million and $225.0 million of borrowing capacity under the Revolving Credit Facility as of September 30, 2024 and 2023, respectively, and there were no outstanding letters of credit under the Revolving Credit Facility as of September 30, 2024 or 2023.
Inflation could have a materially adverse impact on our business in the future if inflation rates were to significantly exceed our ability to achieve price increases or cost savings or if such price increases impact demand for our products. 34 Table of Contents For additional discussion, refer to “Liquidity and Capital Resources” within this section, as well as “Cautionary Statement on Forward-Looking Statements”on page 1 of this report and “Risk Factors” in Part I of this report.
For additional discussion, refer to “Liquidity and Capital Resources” within this section, as well as “Cautionary Statement on Forward-Looking Statements” on page 1 of this report and “Risk Factors” in Part I of this report.
Sales of Dymatize products were up $22.8 million, or 11%, primarily driven by higher average net selling prices. Average net selling prices increased in the year ended September 30, 2023 due to targeted price increases, partially offset by increased promotional spending. In addition, Dymatize volumes increased 4% primarily driven by distribution gains.
Dymatize v olumes increased primarily due to higher international volumes, partially offset by lower domestic volumes. This increase was partially offset by decreased average net selling prices in the current year primarily due to increased promotional spending. Sales of all other products were down $1.4 million.
In addition, we incurred the following higher expenses; (i) advertising expenses of $18.3 million, (ii) employee-related expenses of $9.2 million, (iii) professional fees of $8.3 million, and (iv) accelerated amortization expense of $7.1 million related to the discontinuance of the PowerBar business in North America.
These positive impacts were partially offset by increased employee-related expenses of $29.9 million, higher advertising expense of $20.4 million and increased accelerated amortization expense of $10.3 million related to the discontinuance of the PowerBar business in North America.
Sales of Premier Protein products were up $275.7 million, or 25%, on 11% higher volumes. Average net selling prices increased in the year ended September 30, 2023 due to targeted price increases taken to mitigate inflation. Volumes increased due to higher production, distribution gains and the reintroduction of certain RTD shake flavors.
Sales of Premier Protein products were up $317.8 million, or 23%, driven by 25% higher volumes primarily due to increased promotional activity (which resulted in lower average net selling prices), higher RTD shake production and distribution gains. Sales of Dymatize products were up $13.0 million, or 6%, on 10% higher volume.
The weighted-average interest rate on our total outstanding debt increased to 7.2% for the year ended September 30, 2023 from 6.2% for the year ended September 30, 2022, primarily driven by the issuance of our 7.00% Senior Notes during the second quarter of fiscal 2022.
As a result, the weighted-average interest rate on our total outstanding debt decreased to 7.0% for the year ended September 30, 2024 from 7.2% for the year ended September 30, 2023. See Note 13 within “Notes to Consolidated Financial Statements” for additional information on our debt.
In addition, we paid $11.9 million of debt issuance costs, debt extinguishment costs and deferred financing fees related to the issuance of the 7.00% Senior Notes and the Revolving Credit Facility, and we paid $42.8 million, including broker’s commissions, for the repurchase of Common Stock.
We paid $125.5 million, including broker’s commissions, for the repurchase of our common stock and borrowed and repaid $115.0 million and $189.0 million, respectively, under the Revolving Credit Facility.
Removed
In connection with this transaction, BellRing repurchased 0.8 million of the transferred shares from certain of the financial institutions. 33 Table of Contents On November 25, 2022, Post transferred its remaining 4.6 million shares of BellRing Common Stock to certain financial institutions in satisfaction of term loan obligations of Post.
Added
As such, Post had no ownership of BellRing Common Stock as of September 30, 2024 or 2023.
Removed
In connection with this transaction, BellRing repurchased 0.9 million of the transferred shares from certain of the financial institutions. Post had no ownership of BellRing Common Stock as of September 30, 2023. BellRing incurred separation-related expenses in connection with its separation from Post of $0.7 million and $14.5 million during the years ended September 30, 2023 and 2022, respectively.
Added
We expect inflationary pressures on most input costs to increase during fiscal 2025, and inflation could have a materially adverse impact on our business in the future if inflation rates were to significantly exceed our ability to achieve price increases or cost savings or if such price increases impact demand for our products.
Removed
These expenses generally included third-party costs for advisory services, fees charged by other service providers and government filing fees and were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
Added
Interest Expense, Net Interest expense, net decreased $8.6 million during the year ended September 30, 2024 compared to the prior year primarily due to lower borrowings outstanding under our Revolving Credit Facility (as defined in “Liquidity and Capital Resources” within this section).
Removed
These positive impacts were partially offset by higher net product costs of $87.3 million primarily driven by unfavorable raw material and manufacturing costs, slightly offset by lower freight costs.
Added
We continue to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available and do not expect Pillar 2 to have a material impact on our effective income tax rate or our consolidated results of operations, financial position or cash flows. 36 Table of Contents LIQUIDITY AND CAPITAL RESOURCES During the years ended September 30, 2024 and 2023, we borrowed zero and $115.0 million, respectively, and repaid $25.0 million and $189.0 million, respectively, under our revolving credit facility, which is provided under our credit agreement entered into on March 10, 2022 (as amended, the “Credit Agreement”) in an aggregate principal amount of $250.0 million (the “Revolving Credit Facility”).
Removed
Interest Expense, Net Interest expense, net increased $17.7 million during the year ended September 30, 2023 compared to the prior year. This increase was primarily due to higher average outstanding principal amounts of debt, primarily resulting from the Spin-off, and a higher weighted-average interest rate compared to the prior year.
Added
The decrease was primarily due to increased inventory levels in the current year (driven by higher production) , increased trade receivable levels in the current year (driven by higher net sales) and increased tax payments (net of refunds) of $32.3 million.
Removed
See Note 13 within “Notes to Consolidated Financial Statements” for additional information on our debt. 35 Table of Contents Loss on Extinguishment and Refinancing of Debt, Net During the year ended September 30, 2022, we recognized a $17.6 million loss related t o the termination of our Old Credit Agreement (as defined in “Liquidity and Capital Resources”) .
Added
These negative impacts were partially offset by fluctuations in the timing of payments of trade payables and decreased interest payments of $7.0 million due to lower borrowings outstanding under our Revolving Credit Facility.
Removed
This loss included (i) a $6.9 million write-off of unamortized discounts and debt extinguishment fees, (ii) a $6.1 million write-off of unamortized net hedging losses recorded within accumulated other comprehensive income or loss related to the Term B Facility (as defined in “Liquidity and Capital Resources”) and (iii) a $4.6 million write-off of debt issuance costs and deferred financing fees.
Added
The Credit Agreement provides for potential incremental revolving and term facilities at our request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits us to incur other secured or unsecured debt, in all cases subject to conditions and limitations as specified in the Credit Agreement.
Removed
LIQUIDITY AND CAPITAL RESOURCES On March 10, 2022, in connection with the Transaction Agreement, we issued the 7.00% Senior Notes to Post as partial non-cash consideration for the Contribution in connection with the Distribution. Post subsequently delivered the 7.00% Senior Notes to certain financial institutions in satisfaction of term loan obligations of Post in an equal principal amount.
Added
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS See Note 3 within “Notes to Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.
Removed
On March 10, 2022, in connection with the Transaction Agreement, we entered into a credit agreement (as amended, the “Credit Agreement”), which provides for a revolving credit facility in an aggregate principal amount of $250.0 million (the “Revolving Credit Facility”), with commitments to be made available to us in U.S. Dollars, Euros and United Kingdom Pounds Sterling.
Removed
The outstanding amounts under the Credit Agreement must be repaid on or before March 10, 2027.
Removed
Prior to the Transaction Agreement, BellRing LLC had entered into a credit agreement on October 21, 2019 (as subsequently amended, the “Old Credit Agreement”) which provided for debt facilities consisting of a $700.0 million term B loan facility (the “Term B Facility”) and a $200.0 million revolving credit facility (the “Old Revolving Credit Facility”).
Removed
On March 10, 2022, with certain of the proceeds from the debt financing transactions described above, BellRing LLC repaid the aggregate outstanding principal balance of $519.8 million on the Term B Facility and terminated all obligations and commitments under the Old Credit Agreement.
Removed
There were no outstanding letters of credit under the Revolving Credit Facility as of September 30, 2023 or 2022. Subsequent to September 30, 2023, we repaid an additional $25.0 million under the Revolving Credit Facility, which reduced the outstanding borrowings under the Revolving Credit Facility to zero.
Removed
In connection with the Spin-off, 0.8 million shares of Old BellRing Class A Common Stock held in treasury stock immediately prior to the Merger effective time were cancelled pursuant to the Transaction Agreement.
Removed
During the year ended September 30, 2022, subsequent to the Spin-off, we repurchas ed 1.1 million shares of BellRing Common Stock at an average share price of $23.17 per share and at a total cost, including broker’s commissions, of $24.7 million.
Removed
The increase was primarily due to lapping larger cash outflows in the prior year related to the rebuild of powder finished goods from previous supply-constrained levels, partially offset by input cost inflation. The increase was incrementally driven by higher net earnings and favorable changes related to fluctuations in the timing of sales and collections of trade receivables.
Removed
Fiscal 2022 Cash used in financing activities for the year ended September 30, 2022 was $135.0 million. We repaid the outstanding principal balance of the Term B Facility of $609.9 million, repaid $65.0 million under the Revolving Credit Facility and paid $115.5 million to Old BellRing Class A common stockholders pursuant to the Merger.
Removed
We received $550.4 million of cash from Post in connection with the Spin-off, which was partially offset by cash distributions to Post of $3.2 million related to quarterly tax distributions pursuant to BellRing LLC’s amended and restated limited liability company agreement prior to the Spin-off. Additionally, we borrowed $164.0 million under the Revolving Credit Facility.
Removed
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS We considered all new accounting pronouncements and have concluded there are no new pronouncements that had or will have a material impact on our results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information. 39 Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed2 unchanged
Biggest changeBorrowings under the Revolving Credit Facility bear interest at variable rates. As of September 30, 2023 and 2022, the fair value of the Company’s debt, excluding any borrowings under its Revolving Credit Facility, was $830.0 million and $767.4 million, respectively. Changes in interest rates impact fixed and variable rate debt differently.
Biggest changeThe Company had no outstanding borrowings under its Revolving Credit Facility as of September 30, 2024. Borrowings under the Revolving Credit Facility bear interest at variable rates. As of September 30, 2024 and 2023, the fair value of the Company’s debt, excluding any borrowings under its Revolving Credit Facility, was $880.6 million and $830.0 million, respectively.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from commodity prices, foreign currency exchange rates and interest rates, among others. For additional discussion of these risks, refer to “Cautionary Statement on Forward-Looking Statements” on page 1 and “Risk Factors” in Item 1A of Part I of this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from commodity prices, foreign currency exchange rates and interest rates, among others. For additional discussion of these risks, refer to “Cautionary Statement on Forward-Looking Statements” on page 1 and “Risk Factors” in Item 1A of this report.
A hypothetical 10% increase in interest rates would have had an immaterial impact on both interest expense and interest paid during both the years ended September 30, 2023 and 2022. For additional information regarding the Company’s debt, see Note 13 within “Notes to Consolidated Financial Statements.” 40 Table of Contents
A hypothetical 10% increase in interest rates would have had an immaterial impact on both interest expense and interest paid during both the years ended September 30, 2024 and 2023. For additional information regarding the Company’s debt, see Note 13 within “Notes to Consolidated Financial Statements.” 40 Table of Contents
In addition, the Company may attempt to offset the effect of increased costs by raising prices to customers. However, for competitive reasons, the Company may not be able to pass along the full effect of increases in raw materials and other input costs as they are incurred.
In addition, the 39 Table of Contents Company may attempt to offset the effect of increased costs by raising prices to customers. However, for competitive reasons, the Company may not be able to pass along the full effect of increases in raw materials and other input costs as they are incurred.
For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in the interest rates on variable rate debt will impact interest expense and cash flows.
Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in the interest rates on variable rate debt will impact interest expense and cash flows.
Interest Rate Risk As of both September 30, 2023 and 2022, the Company had outstanding principal value indebtedness of $840.0 million related to its 7.00% Senior Notes. Additionally, the Company had an aggregate principal amount of $25.0 million and $99.0 million outstanding under its Revolving Credit Facility as of September 30, 2023 and 2022, respectively.
Interest Rate Risk As of both September 30, 2024 and 2023, the Company had outstanding principal value indebtedness of $840.0 million related to its 7.00% Senior Notes. Additionally, the Company had an aggregate principal amount of $25.0 million outstanding under its Revolving Credit Facility as of September 30, 2023.
A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $19 million and $17 million as of September 30, 2023 and 2022, respectively.
A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $7 million and $19 million as of September 30, 2024 and 2023, respectively.

Other BRBR 10-K year-over-year comparisons