BELLRING BRANDS, INC. The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources ofBellRing Brands, Inc. (formally known asBellRing Distribution, LLC ) ("BellRing") and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2022 , and the "Cautionary Statement on Forward-Looking Statements" section included below. OVERVIEW OnOctober 21, 2019 ,BellRing Intermediate Holdings, Inc. (formerly known asBellRing Brands, Inc. ) ("Old BellRing") closed its initial public offering (the "IPO") of 39.4 million shares of its Class A common stock,$0.01 par value per share (the "Old BellRing Class A Common Stock") and contributed the net proceeds from the IPO toBellRing Brands, LLC , aDelaware limited liability company and subsidiary of Old BellRing ("BellRing LLC "), in exchange for 39.4 millionBellRing LLC non-voting membership units (the "BellRing LLC units"). As a result of the IPO and certain other transactions completed in connection with the IPO (the "formation transactions"),BellRing LLC became the holding company for the active nutrition business ofPost Holdings, Inc. ("Post"). Old BellRing, as a holding company, had no material assets other than its ownership ofBellRing LLC units and its indirect interests in the subsidiaries ofBellRing LLC and had no independent means of generating revenue or cash flow. The members ofBellRing LLC were Post and Old BellRing. During the second quarter of fiscal 2022, Post completed its distribution of 80.1% of its ownership interest in BellRing to Post's shareholders. OnMarch 9, 2022 , pursuant to the Transaction Agreement and Plan of Merger, dated as ofOctober 26, 2021 (as amended by Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as ofFebruary 28, 2022 , the "Transaction Agreement"), by and among Post, Old BellRing,BellRing and BellRing Merger Sub Corporation , a wholly-owned subsidiary of BellRing ("BellRing Merger Sub"), Post contributed its share of Old BellRing Class B common stock,$0.01 par value per share ("Old BellRing Class B Common Stock"), all of itsBellRing LLC units and$550.4 million of cash to BellRing (collectively, the "Contribution") in exchange for certain limited liability company interests of BellRing (prior to the conversion of BellRing into aDelaware corporation) and the right to receive$840.0 million in aggregate principal amount of BellRing's 7.00% senior notes maturing in 2030 (the "7.00% Senior Notes"). OnMarch 10, 2022 , BellRing converted into aDelaware corporation and changed its name to "BellRing Brands, Inc. ", and Post distributed an aggregate of 78.1 million, or 80.1%, of its shares of BellRing common stock,$0.01 par value per share ("BellRing Common Stock") to Post shareholders in a pro-rata distribution (the "Distribution"). Upon completion of the Distribution, BellRing Merger Sub merged with and into Old BellRing (the "Merger"), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the Merger, each outstanding share of Old BellRing Class A Common Stock was converted into one share of BellRing Common Stock plus$2.97 in cash, or$115.5 million total consideration paid to Old BellRing Class A common stockholders pursuant to the Merger. As a result of the transactions described above (collectively, the "Spin-off"), BellRing became the new public parent company of, and successor issuer to, Old BellRing, and shares of BellRing Common Stock were deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12g-3(a) promulgated thereunder. Immediately prior to the Spin-off, Post held 97.5 millionBellRing LLC units, equal to 71.5% of the economic interest inBellRing LLC , and one share of Old BellRing Class B Common Stock, which represented 67% of the combined voting power of the common stock of Old BellRing. Immediately following the Spin-off, Post owned 19.4 million shares, or 14.2% of BellRing Common Stock, which did not represent a controlling interest in BellRing. As a result of the Spin-off, the dual class voting structure in the BellRing business was eliminated. OnAugust 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 ofSeptember 30, 2022 . In connection with this transaction, BellRing repurchased 0.8 million of the transferred shares from certain of the financial institutions. OnNovember 25, 2022 , Post transferred the remaining of its 4.6 million shares of BellRing Common Stock to certain financial institutions in satisfaction of term loan obligations of Post. 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 ofMarch 31, 2023 . 16
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BellRing incurred separation-related expenses in connection with its separation from Post of$0.4 million and$0.7 million during the three and six months endedMarch 31, 2023 , respectively, and$10.3 million and$12.3 million during the three and six months endedMarch 31, 2022 , respectively. 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 Condensed Consolidated Statements of Operations. The terms "our", "we", "us" and the "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 term "Common Stock" generally refers to Old BellRing Class A Common Stock and Old BellRing Class B Common Stock during the periods prior to the Spin-off and to BellRing Common Stock during the periods subsequent to the Spin-off. The term "Net earnings available to common stockholders" generally refers to net earnings available to Old BellRing Class A common stockholders during the periods prior to the Spin-off and to net earnings available to BellRing common stockholders during the periods subsequent to the Spin-off. 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 andDymatize .
Market Trends
Events such as the COVID-19 pandemic have resulted in certain ongoing impacts to the global economy, including market disruptions, supply chain challenges and inflationary pressures. During the first half of fiscal 2023, input cost inflation continued to pressure our supply chain. Raw material and packaging inflation has been widespread, rapid and significant and has put downward pressure on profit margins. As a result, we have taken pricing actions on nearly all products. We expect inflationary pressures to continue during the fiscal year, and this trend could have a materially adverse impact 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.
For additional discussion, refer to "Liquidity and Capital Resources" and "Cautionary Statement on Forward-Looking Statements" within this section.
RESULTS OF OPERATIONS
Three Months Ended March 31 , Six Months Ended March 31 ,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2023 2022 $ Change % Change 2023 2022 $ Change % ChangeNet Sales $ 385.6 $ 315.2 $ 70.4 22 %$ 748.3 $ 621.7 $ 126.6 20 % Operating Profit$ 58.0 $ 33.2 $ 24.8 75 %$ 133.2 $ 83.8 $ 49.4 59 % Interest expense, net 16.8 8.5 (8.3) (98) % 33.5 16.9 (16.6) (98) % Loss on extinguishment of debt, net - 17.6 17.6 100 % - 17.6 17.6 100 % Income tax expense 10.3 3.2 (7.1) (222) % 24.6 6.1 (18.5) (303) % Less: Net earnings attributable to redeemable noncontrolling interest - 2.6 2.6 100 % - 33.7 33.7 100 % Net Earnings Available to Common Stockholders$ 30.9 $ 1.3 $ 29.6 2,277 %$ 75.1 $ 9.5 $ 65.6 691 %Net Sales Net sales increased$70.4 million , or 22%, during the three months endedMarch 31, 2023 , compared to the prior year period. Sales of Premier Protein products were up$65.1 million , or 26%, driven by higher average net selling prices. Average net selling prices increased in the three months endedMarch 31, 2023 due to targeted price increases taken to mitigate inflation. Volumes increased 6% primarily driven by higher production. Sales ofDymatize products were up$5.8 million , or 11%, driven by higher average net selling prices, on 1% lower volumes. Average net selling prices increased in the three months endedMarch 31, 2023 due to targeted price increases, partially offset by increased promotional spending. Sales of all other products were down$0.5 million . 17
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Net sales increased$126.6 million , or 20%, during the six months endedMarch 31, 2023 , compared to the prior year period. Sales of Premier Protein products were up$122.3 million , or 25%, driven by higher average net selling prices. Average net selling prices increased in the six months endedMarch 31, 2023 primarily due to targeted price increases taken to mitigate inflation. Volumes increased 6% primarily driven by higher production. Sales ofDymatize products were up$6.9 million , or 7%, driven by higher average net selling prices. Average net selling prices increased in the six months endedMarch 31, 2023 due to targeted price increases and favorable product mix, partially offset by increased promotional spending. This increase in average net selling prices was partially offset by volume decreases of 10%, which were primarily driven by the lapping of prior year product discontinuations. Sales of all other products were down$2.6 million . Operating Profit Operating profit increased$24.8 million , or 75%, during the three months endedMarch 31, 2023 , compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, and$9.9 million of lower costs related to the separation from Post. These positive impacts were partially offset by higher net product costs of$26.2 million primarily driven by unfavorable raw material costs, partially offset by lower freight costs. In addition, advertising expenses increased by$7.4 million . Operating profit increased$49.4 million , or 59%, during the six months endedMarch 31, 2023 , compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, and$11.6 million of lower costs related to the separation from Post. These positive impacts were partially offset by higher net product costs of$51.0 million primarily driven by unfavorable raw material costs partially offset by lower freight and manufacturing costs. In addition, we incurred higher advertising expenses of$8.4 million and higher employee related expenses.
Interest Expense, Net
Interest expense, net increased$8.3 million during the three months endedMarch 31, 2023 , compared to the prior year period. This increase was primarily due to higher outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. The weighted-average interest rate on our total outstanding debt increased to 7.3% for the three months endedMarch 31, 2023 from 5.6% for the three months endedMarch 31, 2022 , primarily driven by the issuance of our 7.00% Senior Notes in March of fiscal 2022. Interest expense, net increased$16.6 million during the six months endedMarch 31, 2023 , compared to the prior year period. This increase was primarily due to higher outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. The weighted-average interest rate on our total outstanding debt increased to 7.2% for the six months endedMarch 31, 2023 from 5.2% for the six months endedMarch 31, 2022 , primarily driven by the issuance of our 7.00% Senior Notes in March of fiscal 2022. See Note 13 within "Notes to Condensed Consolidated Financial Statements" for additional information on our debt.
Loss on Extinguishment of Debt, Net
During the three and six months endedMarch 31, 2022 , we recognized a$17.6 million loss related to the termination of our credit agreement entered into onOctober 21, 2019 (as subsequently amended, the "Old Credit Agreement"). 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 toBellRing LLC's term loan B facility (the "Term B Facility") and (iii) a$4.6 million write-off of debt issuance costs and deferred financing fees.
See Note 13 within "Notes to Condensed Consolidated Financial Statements" for additional information on our debt.
Income Tax Expense
Prior to the Spin-off, Old BellRing held an economic interest inBellRing LLC which, as a result of the IPO and formation transactions, was treated as a partnership forUnited States ("U.S.") federal income tax purposes. As a partnership,BellRing LLC itself was generally not subject toU.S. federal income tax under applicableU.S. tax laws. Generally, items of taxable income, gain, loss and deduction ofBellRing LLC were passed through to its members, Old BellRing and Post. Old BellRing was responsible for its share of taxable income or loss ofBellRing LLC allocated to it in accordance with the amended and restated limited liability company agreement ofBellRing LLC and partnership tax rules and regulations.
Subsequent to the Spin-off, we reported 100% of the income, gain, loss and
deduction of
Our effective income tax rate was 25.0% and 45.1% for the three months endedMarch 31, 2023 and 2022, respectively. The decrease in our effective income tax rate compared to the prior year was primarily due to higher separation-related expenses incurred in connection with the Spin-off in the prior year period that were treated as non-deductible, partially offset by us reporting 100% of the income, gain, loss and deduction ofBellRing LLC in the periods subsequent to the Spin-off. 18
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Our effective income tax rate was 24.7% and 12.4% for the six months endedMarch 31, 2023 and 2022, respectively. The increase in our effective income tax rate compared to the prior year period was primarily due to us reporting 100% of the income, gain, loss and deduction ofBellRing LLC in the periods subsequent to the Spin-off. In accordance with Accounting Standards Codification ("ASC") Topic 740, "Income Taxes," we recorded income tax expense for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods. LIQUIDITY AND CAPITAL RESOURCES 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, research and development activities, debt repayments, share repurchases and other financing requirements for the foreseeable future. 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. No significant capital expenditures are planned for the remainder of fiscal 2023. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. 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. 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. During the six months endedMarch 31, 2023 , we borrowed$115.0 million under our revolving credit facility, which is provided for under our credit agreement entered into onMarch 10, 2022 (as amended, the "Credit Agreement") in an aggregate principal amount of$250.0 million (the "Revolving Credit Facility"), and repaid$75.0 million under the Revolving Credit Facility. We had available borrowing capacity under the Revolving Credit Facility of$111.0 million and no outstanding letters of credit under the Revolving Credit Facility as ofMarch 31, 2023 . Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to$20.0 million . Our Credit Agreement provides for potential incremental revolving and term facilities at the Company's request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement. During the six months endedMarch 31, 2023 , we repurchased 2.7 million shares of BellRing Common Stock at an average share price of$25.52 per share and a total cost, including accrued excise tax and broker's commissions, of$68.8 million . InDecember 2022 , we entered into a co-manufacturing agreement for the manufacturing and packaging of our RTD shakes (the "Agreement"). The Agreement included a minimum purchase quantity requirement and a "take-or-pay" provision, which increased our purchase commitments by$200.0 million through fiscal 2028 (with$40.0 million due in the next 12 months).
The following table shows select cash flow data, which is discussed below.
Six Months Ended
March 31,
dollars in millions 2023 2022
Cash provided by (used in):
Operating activities $ 20.3 $ 17.6
Investing activities (0.5) (1.1)
Financing activities (30.7) (99.5)Effect of exchange rate changes on cash and cash equivalents 0.6
(0.1)
Net decrease in cash and cash equivalents$ (10.3) $ (83.1) Operating Activities Cash provided by operating activities for the six months endedMarch 31, 2023 increased$2.7 million compared to the prior year period. This increase was primarily driven by higher net earnings and favorable changes related to fluctuations in the timing of purchases and payments of trade payables and sales and collections of trade receivables. These positive impacts were partially offset by unfavorable changes related to an increase in inventory, which was driven by input cost inflation and higher raw material levels, increased tax payments (net of refunds) of$28.5 million and increased interest payments of$20.6 million . Investing Activities
Cash used in investing activities for the six months ended
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Financing Activities
Six months ended
Cash used in financing activities for the six months endedMarch 31, 2023 was$30.7 million . We paid$68.5 million , including broker's commissions, for the repurchase of shares of our Common Stock and repaid$75.0 million under the Revolving Credit Facility. Additionally, we borrowed$115.0 million under the Revolving Credit Facility.
Six months ended
Cash used in financing activities for the six months endedMarch 31, 2022 was$99.5 million . We repaid the outstanding principal balance of the Term B Facility of$609.9 million , paid$115.5 million to Old BellRing Class A common stockholders pursuant to the Merger and paid$11.1 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. Additionally, we paid$18.1 million , including broker's commissions, for the repurchase of shares of Old BellRing Class A Common Stock prior to the Spin-off. 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 toBellRing LLC's amended and restated limited liability company agreement prior to the Spin-off. Additionally, we borrowed$109.0 million under the Revolving Credit Facility.
Debt Covenants
The Credit Agreement contains customary affirmative and negative covenants applicable to us and our restricted subsidiaries for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property; existence, insurance and 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. Under the terms of the Credit Agreement, we are also required to comply with a financial covenant requiring us to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the last day of each fiscal quarter. We were in compliance with the financial covenant as ofMarch 31, 2023 , and we do not believe non-compliance is reasonably likely in the foreseeable future. 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. In addition, the indenture governing the 7.00% Senior Notes contains customary negative covenants 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. Certain of these covenants are subject to suspension when and if the 7.00% Senior Notes receive investment grade ratings. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our critical accounting policies and estimates are more fully described in our Annual Report on Form 10-K for the year endedSeptember 30, 2022 , as filed with theSecurities and Exchange Commission (the "SEC") onNovember 17, 2022 . There have been no significant changes to our critical accounting policies and estimates sinceSeptember 30, 2022 . RECENTLY ISSUED ACCOUNTING STANDARDS We have 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 position, cash flows, stockholders' equity or related disclosures based on current information. CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, are made throughout this report, including statements regarding unanticipated developments that negatively impact the BellRing Common Stock. These forward-looking statements are sometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan," "forecast," "target," "is likely," "will," "can," "may" or "would" or the negative of these 20
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terms or similar expressions elsewhere in this report. Our financial condition, results of operations and cash flows may differ materially from those in the forward-looking statements. Such statements are based on management's current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:
•our dependence on sales from our RTD protein shakes;
•our ability to continue to compete in our product categories and our ability to retain our market position and favorable perceptions of our brands;
•disruptions or inefficiencies in our supply chain, including as a result of our reliance on third party suppliers or manufacturers for the manufacturing of many of our products, pandemics (including the COVID-19 pandemic) and other outbreaks of contagious diseases, labor shortages, fires and evacuations related thereto, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control; •our dependence 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;
•the ability of our third party contract manufacturers to produce an amount of our products that enables us to meet customer and consumer demand for the products;
•our reliance on a limited number of third party suppliers to provide certain ingredients and packaging;
•significant volatility in the cost or availability of inputs to our business (including freight, raw materials, packaging, energy, labor and other supplies);
•the impact of the COVID-19 pandemic, including negative impacts on the global economy and capital markets, the health of our employees, our ability and the ability of our third party contract manufacturers to manufacture and deliver our products, operating costs, demand for our on-the-go products and our operations generally;
•our ability to anticipate and respond to changes in consumer and customer preferences and behaviors and introduce new products;
•consolidation in our distribution channels;
•our ability to expand existing market penetration and enter into new markets;
•the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
•legal and regulatory factors, such as compliance with existing laws and regulations, as well as new laws and regulations and changes to existing laws and regulations and interpretations thereof, affecting our business, including current and future laws and regulations regarding food safety, advertising, labeling, tax matters and environmental matters;
•fluctuations in our business due to changes in our promotional activities and seasonality;
•our ability to maintain the net selling prices of our products and manage promotional activities with respect to our products;
•our leverage, our ability to obtain additional financing (including both secured and unsecured debt) and our ability to service our outstanding debt (including covenants that restrict the operation of our business);
•the accuracy of our market data and attributes and related information;
•changes in estimates in critical accounting judgments;
•uncertain or unfavorable economic conditions that limit customer and consumer demand for our products or increase our costs;
•risks related to our ongoing relationship with Post following the Spin-off, including our obligations under various agreements with Post;
•conflicting interests or the appearance of conflicting interests resulting from certain of our directors also serving as officers or directors of Post;
•risks related to the Spin-off, including our inability to take certain actions because such actions could jeopardize the tax-free status of the Distribution and our possible responsibility forU.S. federal tax liabilities related to the Distribution;
•the ultimate impact litigation or other regulatory matters may have on us;
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•risks associated with our international business;
•our ability to protect our intellectual property and other assets and to continue to use third party intellectual property subject to intellectual property licenses;
•costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents and/or information security breaches;
•impairment in the carrying value of goodwill or other intangibles;
•our ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions and effectively manage our growth;
•our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;
•significant differences in our actual operating results from any guidance we may give regarding our performance;
•our ability to hire and retain talented personnel, employee absenteeism, labor strikes, work stoppages or unionization efforts; and
•other risks and uncertainties included under "Risk Factors" in this report and in our Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2022 , filed with theSEC onNovember 17, 2022 . You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.
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