brbr-20211231

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

__________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 1-39093

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware						83-4096323
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address of principal executive offices) (Zip Code)

(314) 644-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BRBR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class A Common Stock, $0.01 par value per share – 38,887,851 shares as of January 31, 2022

Class B Common Stock, $0.01 par value per share - 1 share as of January 31, 2022

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BELLRING BRANDS, INC.

QUARTERLY REPORT ON FORM 10-Q

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		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	1

	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 6.	Exhibits	23

	SIGNATURES	24

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PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)


	Three Months Ended December 31,
		2021		2020
Net Sales		$	306.5	$	282.4
Cost of goods sold		214.2		190.5
Gross Profit		92.3		91.9
Selling, general and administrative expenses		36.8		38.3
Amortization of intangible assets		4.9		5.9


Other operating income, net		—		(0.1)
Operating Profit		50.6		47.8
Interest expense, net		8.4		12.8



Earnings before Income Taxes		42.2		35.0
Income tax expense		2.9		2.1
Net Earnings Including Redeemable Noncontrolling Interest		39.3		32.9
Less: Net earnings attributable to redeemable noncontrolling interest		31.1		25.1
Net Earnings Available to Class A Common Stockholders		$	8.2	$	7.8

Earnings per share of Class A Common Stock:
Basic		$	0.21	$	0.20
Diluted		$	0.21	$	0.20

Weighted-Average shares of Class A Common Stock Outstanding:
Basic		39.4		39.5
Diluted		39.6		39.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions)


	Three Months Ended December 31,
		2021		2020
Net Earnings Including Redeemable Noncontrolling Interest		$	39.3	$	32.9
Hedging adjustments:

Reclassifications to net earnings		0.5		0.5

Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments		(0.4)		0.9




Total Other Comprehensive Income Including Redeemable Noncontrolling Interest		0.1		1.4
Less: Comprehensive income attributable to redeemable noncontrolling interest		31.2		26.1
Total Comprehensive Income Available to Class A Common Stockholders		$	8.2	$	8.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


	December 31, 2021		September 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	30.4	$	152.6
Receivables, net	118.2		103.9
Inventories	130.2		117.9


Prepaid expenses and other current assets	18.8		13.7
Total Current Assets	297.6		388.1
Property, net	9.1		8.9
Goodwill	65.9		65.9
Intangible assets, net	218.2		223.1


Other assets	9.8		10.5
Total Assets	$	600.6	$	696.5

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Current portion of long-term debt	$	35.0	$	116.3
Accounts payable	72.5		91.9

Other current liabilities	38.2		43.1
Total Current Liabilities	145.7		251.3
Long-term debt	473.4		481.2
Deferred income taxes	8.5		7.6

Other liabilities	19.9		21.9
Total Liabilities	647.5		762.0
Redeemable noncontrolling interest	2,780.9		2,997.3
Stockholders’ Deficit
Preferred stock	—		—
Common stock	0.4		0.4



Accumulated deficit	(2,806.6)		(3,059.7)

Accumulated other comprehensive loss	(3.5)		(3.5)
Treasury stock, at cost	(18.1)		—
Total Stockholders’ Deficit	(2,827.8)		(3,062.8)
Total Liabilities and Stockholders’ Deficit	$	600.6	$	696.5

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Three Months Ended December 31,
	2021		2020
Cash Flows from Operating Activities
Net earnings including redeemable noncontrolling interest	$	39.3	$	32.9
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash (used in) provided by operating activities:
Depreciation and amortization	5.3		6.7

Unrealized gain on interest rate swaps	(1.7)		(0.7)



Non-cash stock-based compensation expense	1.5		1.1


Deferred income taxes	0.9		0.7
Other, net	1.2		0.8
Other changes in operating assets and liabilities:
Increase in receivables	(14.4)		(39.9)
(Increase) decrease in inventories	(12.4)		14.5
Increase in prepaid expenses and other current assets	(4.8)		(6.1)
Decrease in other assets	0.5		0.7
(Decrease) increase in accounts payable and other current liabilities	(24.5)		12.3
Increase in non-current liabilities	—		0.3
Net Cash (Used in) Provided by Operating Activities	(9.1)		23.3

Cash Flows from Investing Activities


Additions to property	(0.6)		—






Net Cash Used in Investing Activities	(0.6)		—

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	—		20.0




Repayments of long-term debt	(90.1)		(37.5)
Purchases of treasury stock	(18.1)		—







Distributions to Post Holdings, Inc.	(3.2)		(3.6)

Other, net	(1.1)		(0.9)
Net Cash Used in Financing Activities	(112.5)		(22.0)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—		0.8
Net (Decrease) Increase in Cash and Cash Equivalents	(122.2)		2.1
Cash and Cash Equivalents, Beginning of Year	152.6		48.7
Cash and Cash Equivalents, End of Period	$	30.4	$	50.8

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited)

(in millions)


	As Of and For The Three Months Ended December 31,
		2021		2020








Preferred Stock
Beginning and end of period		$	—	$	—
Common Stock


Beginning and end of period		0.4		0.4
Additional Paid-in Capital
Beginning of period		—		—
Activity under stock and deferred compensation plans		(1.0)		(0.9)
Non-cash stock-based compensation expense		1.5		1.1
Redemption value adjustment to redeemable noncontrolling interest		(0.5)		(0.2)
End of period		—		—
Accumulated Deficit
Beginning of period		(3,059.7)		(2,179.0)
Net earnings available to Class A Common Stockholders		8.2		7.8
Distribution to Post Holdings, Inc.		(3.2)		(3.6)



Redemption value adjustment to redeemable noncontrolling interest		248.1		(321.7)
End of period		(2,806.6)		(2,496.5)







Accumulated Other Comprehensive Loss
Hedging Adjustments, net of tax
Beginning of period		(1.6)		(2.1)
Net change in hedges, net of tax		0.1		0.1
End of period		(1.5)		(2.0)
Foreign Currency Translation Adjustments
Beginning of period		(1.9)		(1.9)
Foreign currency translation adjustments		(0.1)		0.3
End of period		(2.0)		(1.6)
Treasury Stock
Beginning of period		—		—
Purchases of treasury stock		(18.1)		—
End of period		(18.1)		—
Total Stockholders’ Deficit		$	(2,827.8)	$	(2,499.7)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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BELLRING BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in millions, except per share information and where indicated otherwise)

NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION

Background

BellRing Brands, Inc. (along with its consolidated subsidiaries, “BellRing” or the “Company”) is a consumer products holding company operating in the global convenient nutrition category and is a provider of ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition bars. The Company has a single operating and reportable segment, with its principal products being protein-based consumer goods. The Company’s primary brands are Premier Protein and Dymatize.

On October 21, 2019, BellRing Brands, Inc. (“BellRing Inc.”) closed its initial public offering (the “IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), and contributed the net proceeds from the IPO to BellRing Brands, LLC, a Delaware limited liability company and subsidiary of BellRing Inc. (“BellRing LLC”), in exchange for 39.4 BellRing LLC non-voting membership units (the “BellRing LLC units”).

As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing LLC became the holder of the active nutrition business of Post Holdings, Inc. (“Post”). BellRing Inc., as a holding company, has no material assets other than its ownership of BellRing LLC units and its indirect interests in the subsidiaries of BellRing LLC and has no independent means of generating revenue or cash flow. The members of BellRing LLC are Post and BellRing Inc.

As of December 31, 2021, Post held 97.5 BellRing LLC units, equal to 71.5% of the economic interest in BellRing LLC, and one share of Class B common stock of BellRing Inc., $0.01 par value per share (the “Class B Common Stock”), which represented 67% of the combined voting power of the common stock of BellRing Inc. The Class B Common Stock has no dividend or other economic rights.

As of December 31, 2021, the public stockholders of BellRing Inc. (i) owned 38.9 shares of Class A Common Stock, which represented 33% of the combined voting power of BellRing Inc. common stock and 100% of the economic interest in BellRing Inc., and (ii) through BellRing Inc.’s ownership of BellRing LLC units, indirectly held 28.5% of the economic interest in BellRing LLC.

BellRing Inc. and BellRing LLC will at all times maintain, subject to certain exceptions, a one-to-one ratio between the number of shares of Class A Common Stock issued by BellRing Inc. and the number of BellRing LLC units owned by BellRing Inc. BellRing Inc. holds the voting membership unit of BellRing LLC (which represents the power to appoint and remove the members of the Board of Managers of, and no economic interest in, BellRing LLC). BellRing Inc. has the right to appoint the members of the BellRing LLC Board of Managers, and therefore, controls BellRing LLC. The Board of Managers is responsible for the oversight of BellRing LLC’s operations and overall performance and strategy, while the management of the day-to-day operations of the business of BellRing LLC and the execution of business strategy are the responsibility of the officers and employees of BellRing LLC and its subsidiaries. Post, in its capacity as a member of BellRing LLC, does not have the power to appoint any members of the Board of Managers or voting rights with respect to BellRing LLC. Post controls BellRing Inc. through its ownership of the share of Class B Common Stock.

In August 2021, Post announced its plan to distribute a significant portion of its ownership interest in BellRing Inc. to its shareholders and in October 2021, BellRing Inc. and Post announced the signing of a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) between them, BellRing Distribution, LLC, a newly-formed wholly-owned subsidiary of Post (“New BellRing”), and BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing (“Merger Sub”) related to Post’s distribution plan. Pursuant to the Transaction Agreement, Post will contribute its one share of Class B Common Stock, all of its BellRing LLC units and cash to New BellRing in exchange for all of the then-outstanding equity of New BellRing and New BellRing indebtedness (the “Separation”). New BellRing will convert into a Delaware corporation, and Post will then distribute at least 80.1% of its shares of New BellRing common stock to Post shareholders in a pro-rata distribution. Upon completion of the distribution of New BellRing common stock to Post shareholders (the “Distribution”), Merger Sub will merge with and into BellRing Inc. (the “Merger”), with BellRing Inc. as the surviving corporation and a wholly-owned subsidiary of New BellRing. Pursuant to the Merger, each outstanding share of Class A Common Stock will be converted into one share of New BellRing common stock plus a to-be-determined amount of cash per share. The exact amount of cash consideration will be determined in accordance with the Transaction Agreement based upon several factors, including the amount of New BellRing indebtedness to be issued. Immediately following the Distribution and Merger, it is expected that Post will own no more than 14.2% of the New BellRing common stock and Post shareholders will own at least 57.3% of the New BellRing common stock. Legacy holders of Class A Common Stock will own approximately 28.5% of the New BellRing common stock, maintaining their current effective ownership interest in the Company’s business. The Transaction Agreement

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also contemplates that Post and New BellRing will enter into certain customary ancillary agreements in connection with the consummation of the Merger. Completion of the transactions is anticipated to occur in the second quarter of fiscal 2022, subject to certain customary closing conditions, although there can be no assurance that the transactions will occur within the expected timeframe or at all. The Company incurred separation-related expenses of $2.0 during the three months ended December 31, 2021. These expenses generally included third party costs for due diligence, advisory services and government filing fees and were recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. As of December 31, 2021 the Separation, the Distribution and the Merger had not yet been completed.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended September 30, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC on November 19, 2021.

These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial position, cash flows and stockholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year.

The financial results of BellRing LLC and its subsidiaries are consolidated with BellRing Inc., and a portion of the consolidated net earnings of BellRing LLC is allocated to the redeemable noncontrolling interest (the “NCI”). The calculation of the NCI is based on Post’s ownership percentage of BellRing LLC units during each period, and reflects the entitlement of Post to a portion of the consolidated net earnings of BellRing LLC. All intercompany balances and transactions have been eliminated. Transactions between the Company and Post are included in these financial statements as well as allocations of certain Post corporate expenses. See Note 4 for further information on transactions with Post.

NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than those described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, stockholders’ equity or related disclosures based on current information.

Recently Adopted

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires a company to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU No. 2014-19, “Revenue from Contracts with Customers (Topic 606)” as if it had originated the contracts. The Company early adopted this ASU on October 1, 2021 on a prospective basis, as permitted by the ASU. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this ASU on October 1, 2021, using the modified retrospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by Topic 848 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted Topic 848 on October 1, 2021. The adoption of Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

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NOTE 3 — REVENUE

The following table presents net sales by product.


	Three Months Ended December 31,
		2021		2020
Shakes and other beverages		$	245.0	$	234.2
Powders		50.8		35.4
Nutrition bars		9.1		11.6
Other		1.6		1.2
Net Sales		$	306.5	$	282.4

NOTE 4 — RELATED PARTY TRANSACTIONS

The Company uses certain functions and services performed by Post. These functions and services include legal, finance, internal audit, treasury, information technology support, insurance and tax matters, the use of office and/or data center space, payroll processing services and tax compliance services. These functions and services are provided by Post under a master services agreement (the “MSA”). In addition to charges for these services, the Company also incurs certain pass-through charges from Post, primarily relating to stock-based compensation for employees participating in Post’s stock-based compensation plans. For the three months ended December 31, 2021, MSA fees were $0.6 and stock-based compensation expense related to Post’s stock-based compensation plans was $0.5. For the three months ended December 31, 2020, MSA fees were $0.6 and stock-based compensation expense related to Post’s stock-based compensation plans was $0.8. MSA fees and stock-based compensation expense were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

The Company sells certain products to, purchases certain products from and licenses certain intellectual property to and from Post and its subsidiaries based upon pricing governed by agreements between the Company and Post and its subsidiaries, consistent with pricing of similar arm's-length transactions. During each of the three months ended December 31, 2021 and 2020, net sales to, purchases from and royalties paid to and received from Post and its subsidiaries were immaterial.

In the first quarter of fiscal 2022, Premier Nutrition Company, LLC (“Premier Nutrition”), a subsidiary of the Company, and Michael Foods, Inc. (“MFI”), a subsidiary of Post, entered into a reimbursement agreement relating to a proposed contract manufacturing relationship (the “Co-Man Arrangement”) between Premier Nutrition and MFI. Pursuant to the reimbursement agreement, prior to the execution of a definitive agreement governing the Co-Man Arrangement, Premier Nutrition will indemnify MFI for certain costs and expenses incurred in the evaluation and acquisition of property for the Co-Man Arrangement. For the three months ended December 31, 2021, Premier Nutrition did not reimburse MFI for any amounts under the reimbursement agreement.

The Company has a series of agreements with Post which are intended to govern the ongoing relationship between the Company and Post. These agreements include the amended and restated limited liability company agreement of BellRing LLC (the “BellRing LLC Agreement”), an employee matters agreement, an investor rights agreement, a tax matters agreement, a tax receivable agreement and the MSA, among others. Under certain of these agreements, the Company incurs expenses payable to Post in connection with certain administrative services provided for varying lengths of time. The Company had immaterial receivables with Post at both December 31, 2021 and September 30, 2021 related to sales with Post and its subsidiaries. The Company had $0.9 and $2.2 of payables with Post at December 31, 2021 and September 30, 2021, respectively, related to MSA fees and pass-through charges owed by the Company to Post, as well as related party purchases. The receivables and payables were included in “Receivables, net” and “Accounts payable,” respectively, on the Condensed Consolidated Balance Sheets. During the three months ended December 31, 2021, BellRing LLC paid $3.2 to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the BellRing LLC Agreement and had immaterial payments for state corporate tax withholdings on behalf of Post. During the three months ended December 31, 2020, BellRing LLC paid $3.2 to Post related to quarterly tax distributions from BellRing LLC to Post made pursuant to the terms of the BellRing LLC Agreement and $0.4 for state corporate tax withholdings on behalf of Post.

Based on the provisions of the tax receivable agreement, BellRing Inc. must pay to Post (or certain of its transferees or other assignees) 85% of the amount of cash savings, if any, in U.S. federal income tax, as well as state and local income tax and franchise tax (using an assumed tax rate) and foreign tax that BellRing Inc. realizes (or, in some circumstances, is deemed to realize) as a result of (a) the increase in the tax basis of assets of BellRing LLC attributable to (i) the redemption of Post’s (or certain transferees’ or assignees’) BellRing LLC units for shares of Class A Common Stock or cash, (ii) deemed sales by Post (or certain of its transferees or assignees) of BellRing LLC units or assets to BellRing Inc., (iii) certain actual or deemed

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distributions from BellRing LLC to Post (or certain transferees or assignees) and (iv) certain formation transactions, (b) disproportionate allocations of tax benefits to BellRing Inc. as a result of Section 704(c) of the Internal Revenue Code and (c) certain tax benefits (e.g., imputed interest, basis adjustments, etc.) attributable to payments under the tax receivable agreement.

Amounts payable to Post related to the tax receivable agreement of $0.3 and $10.2 were recorded in “Accounts Payable” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets at both December 31, 2021 and September 30, 2021.

In connection with completion of the Separation, Distribution and Merger transactions, the Company, New BellRing and Post will amend and restate the MSA and the employee matters agreement and will enter into a tax matters agreement. Further, the current investor rights agreement between the Company and Post will be terminated, and New BellRing and Post will enter into a registration rights agreement.

NOTE 5 — REDEEMABLE NONCONTROLLING INTEREST

At December 31, 2021, Post held 97.5 BellRing LLC units, equal to 71.5% of the economic interest in BellRing LLC. At September 30, 2021, Post held 97.5 BellRing LLC units, equal to 71.2% of the economic interest in BellRing LLC. Post may redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) shares of Class A Common Stock or (ii) cash (based on the market price of the shares of Class A Common Stock). The redemption of BellRing LLC units for shares of Class A Common Stock will be at an initial redemption rate of one share of Class A Common Stock for one BellRing LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassifications.

Post’s ownership of BellRing LLC units represents a NCI to the Company, which is classified outside of permanent stockholders’ equity as the BellRing LLC units are redeemable at the option of Post, through Post’s ownership of BellRing’s Inc.’s share of Class B Common Stock (see Note 1). The carrying amount of the NCI is the greater of (i) the initial carrying amount, increased or decreased for the NCI’s share of net income or loss, other comprehensive income or loss (“OCI”) and distributions or dividends or (ii) the redemption value. As of December 31, 2021 and September 30, 2021, the carrying amounts of the NCI were recorded at their redemption values of $2,780.9 and $2,997.3, respectively. Changes in the redemption value of the NCI are recorded to additional paid-in capital, to the extent available, and “Accumulated deficit” on the Condensed Consolidated Balance Sheets.

BellRing Inc. owned 28.5% and 28.8% of the outstanding BellRing LLC units at December 31, 2021 and September 30, 2021, respectively. The financial results of BellRing LLC and its subsidiaries were consolidated with BellRing Inc., and the portion of the consolidated net earnings of BellRing LLC to which Post was entitled was allocated to the NCI during each period.

The following table summarizes the changes to the Company’s NCI.


	As Of and For The Three Months Ended December 31,
		2021		2020
Beginning of period		$	2,997.3	$	2,021.6
Net earnings attributable to NCI		31.1		25.1
Net change in hedges, net of tax		0.4		0.4
Foreign currency translation adjustments		(0.3)		0.6

Redemption value adjustment to NCI		(247.6)		321.9
End of period		$	2,780.9	$	2,369.6

The following table summarizes the effects of changes in ownership in BellRing LLC on BellRing Inc.’s equity.


	Three Months Ended December 31,
		2021		2020
Net earnings available to Class A Common Stockholders		$	8.2	$	7.8
Transfers to NCI:

Redemption value adjustment to NCI		(247.6)		321.9
Changes from net earnings available to Class A Common Stockholders and transfers to NCI		$	(239.4)	$	329.7

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NOTE 6 — INCOME TAXES

BellRing Inc. holds an economic interest in BellRing LLC (see Note 1) which, as a result of the IPO and formation transactions, is treated as a partnership for U.S. federal income tax purposes. As a partnership, BellRing LLC itself is generally not subject to U.S. federal income tax under current U.S. tax laws.

The effective income tax rate was 6.9% for the three months ended December 31, 2021, and 6.0% for the three months ended December 31, 2020.

NOTE 7 — EARNINGS PER SHARE

Basic earnings per share is based on the average number of shares of Class A Common Stock outstanding during each period. Diluted earnings per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock units using the “treasury stock” method. In addition, “Net earnings available to Class A Common Stockholders for diluted earnings per share” in the table below has been adjusted for diluted net earnings per share attributable to NCI, to the extent it is dilutive.

BellRing Inc.’s Class B Common Stock does not have economic rights, including rights to dividends or distributions upon liquidation, and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.

The following table sets forth the computation of basic and diluted earnings per share.


	Three Months Ended December 31,
		2021		2020
Net earnings available to Class A Common Stockholders for basic earnings per share		$	8.2	$	7.8
Dilutive impact of net earnings attributable to NCI		0.1		—
Net earnings available to Class A Common Stockholders for diluted earnings per share		$	8.3	$	7.8

Weighted-average shares for basic earnings per share		39.4		39.5



Total dilutive restricted stock units		0.2		0.1
Weighted-average shares for diluted earnings per share		39.6		39.6

Basic earnings per share of Class A Common Stock		$	0.21	$	0.20
Diluted earnings per share of Class A Common Stock		$	0.21	$	0.20

Weighted-average shares for diluted earnings per share excluded equity awards of zero and 0.3 for the three months ended December 31, 2021 and 2020, respectively, as they were anti-dilutive.

NOTE 8 — INVENTORIES


	December 31, 2021		September 30, 2021
Raw materials and supplies	$	37.7	$	34.0
Work in process	0.1		0.1
Finished products	92.4		83.8

Inventories	$	130.2	$	117.9

NOTE 9 — PROPERTY, NET


	December 31, 2021		September 30, 2021
Property, at cost	$	22.0	$	21.6
Accumulated depreciation	(12.9)		(12.7)
Property, net	$	9.1	$	8.9

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NOTE 10 — GOODWILL

The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both December 31, 2021 and September 30, 2021 are presented in the following table.




Goodwill, gross	$	180.7
Accumulated impairment losses	(114.8)
Goodwill	$	65.9

NOTE 11 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:


	December 31, 2021						September 30, 2021
	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount

Customer relationships	$	178.6	$	(77.8)	$	100.8	$	178.6	$	(75.3)	$	103.3
Trademarks and brands	195.1		(77.7)		117.4		195.1		(75.3)		119.8
Other intangible assets	3.1		(3.1)		—		3.1		(3.1)		—
Intangible assets, net	$	376.8	$	(158.6)	$	218.2	$	376.8	$	(153.7)	$	223.1

NOTE 12 — DERIVATIVE FINANCIAL INSTRUMENTS

In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. The Company utilizes swaps to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.

At both December 31, 2021 and September 30, 2021, the Company had pay-fixed, receive-variable interest rate swaps with a notional amount of $350.0. The interest rate swaps mature in December 2022 and require monthly settlements, which began on January 31, 2020, and are used to hedge forecasted interest payments on the Company’s variable rate debt (see Note 14). On April 1, 2020, the Company changed the designation of the interest rate swaps from cash flow hedges to non-designated hedging instruments as the swaps were no longer effective (as defined by GAAP). In connection with the new designation, the Company started reclassifying losses previously recorded in accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statements of Operations on a straight-line basis over the term of the related debt.

At December 31, 2021, accumulated OCI, including amounts reported as NCI, included a $6.6 net hedging loss before taxes ($6.2 after taxes). At September 30, 2021, accumulated OCI, including amounts reported as NCI, included a $7.1 net hedging loss before taxes ($6.7 after taxes). Approximately $2.3 of the net hedging loss reported in accumulated OCI at December 31, 2021 is expected to be reclassified into earnings within the next 12 months.

The following table presents the balance sheet location and fair value of the Company’s derivative instruments on a gross basis. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets.



	December 31, 2021		September 30, 2021




Other current liabilities	$	3.6	$	4.7
Other liabilities	—		1.1
Total liabilities	$	3.6	$	5.8

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The following table presents the components of the Company’s net hedging loss on interest rate swaps which were included in “Interest expense, net” in the Condensed Consolidated Statements of Operations and the net cash settlements paid on interest rate swaps.


	Three Months Ended December 31,
		2021		2020
Mark-to-market adjustments		$	(0.9)	$	—

Net loss amortized from accumulated OCI		0.5		0.5
Total net hedging (gain) loss		$	(0.4)	$	0.5

Cash settlements paid		$	(1.3)	$	(1.2)

NOTE 13 — FAIR VALUE MEASUREMENTS

The following table represents the Company’s liabilities and NCI measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.”


	December 31, 2021						September 30, 2021
	Total		Level 1		Level 2		Total		Level 1		Level 2

Derivative liabilities	$	3.6	$	—	$	3.6	$	5.8	$	—	$	5.8

NCI	$	2,780.9	$	2,780.9	$	—	$	2,997.3	$	2,997.3	$	—

The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve on a recurring basis. The fair value of the NCI is calculated as its redemption value based on the Class A Common Stock price and number of BellRing LLC units owned by Post as of the end of each period (see Note 5).

The Company’s financial assets and liabilities include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its short-term and long-term debt at fair value on the Condensed Consolidated Balance Sheets. Based on current market rates, the fair value (Level 2) of the Term B Facility (as defined in Note 14) was $522.4 and $613.8 as of December 31, 2021 and September 30, 2021, respectively.

Certain assets and liabilities, including property, plant and equipment, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.

NOTE 14 — LONG-TERM DEBT

The following table presents the components of “Long-term debt” on the Condensed Consolidated Balance Sheets.


	December 31, 2021		September 30, 2021
Term B Facility	$	519.8	$	609.9
Revolving Credit Facility	—		—

Total principal amount of debt	519.8		609.9
Less: Current portion of long-term debt	35.0		116.3
Debt issuance costs, net	4.3		4.7
Unamortized discount	7.1		7.7
Long-term debt	$	473.4	$	481.2

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On October 21, 2019, BellRing LLC entered into a credit agreement (as subsequently amended, the “Credit Agreement”) which provides for a term B loan facility in an aggregate original principal amount of $700.0 (the “Term B Facility”) and a revolving credit facility in an aggregate principal amount of up to $200.0 (the “Revolving Credit Facility”), with the commitments under the Revolving Credit Facility to be made available to BellRing LLC in U.S. Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0. Any outstanding amounts under the Revolving Credit Facility and Term B Facility must be repaid on or before October 21, 2024.

On February 26, 2021, BellRing LLC entered into a second amendment to the Credit Agreement. The Amendment provided for the refinancing of the Term B Facility on substantially the same terms as in effect prior to the Amendment, except that it (i) reduced the interest rate margin by 100 basis points resulting in (A) for Eurodollar rate loans, an interest rate of the Eurodollar rate plus a margin of 4.00% and (B) for base rate loans, an interest rate of the base rate plus a margin of 3.00%, (ii) reduced the floor for the Eurodollar rate to 0.75%, (iii) modified the Credit Agreement to address the anticipated unavailability of LIBOR as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing LLC repaid the Term B Facility in whole or in part with the proceeds of new or replacement debt at a lower effective interest rate, or further amended the Credit Agreement to reduce the effective interest rate applicable to the Term B Facility, BellRing LLC would have paid a 1.00% premium on the amount repaid or subject to the interest rate reduction. BellRing LLC did not repay the Term B Facility or further amend the Credit Agreement on or before August 26, 2021.

Prior to the Amendment, borrowings under the Term B Facility bore interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar rate (with a floor of 1.00%) or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar rate-based loans and 4.00% for base rate-based loans. Subsequent to the Amendment, borrowings under the Term B Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either (a) the Eurodollar rate or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of 4.00% for Eurodollar rate-based loans and 3.00% for base rate-based loans.

The Term B Facility requires quarterly scheduled amortization payments of $8.75 which began on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. Interest was paid on each Interest Payment Date (as defined in the Credit Agreement) during each of the three months ended December 31, 2021 and 2020. The Term B Facility contains customary mandatory prepayment provisions, including provisions for mandatory prepayment (a) from the net cash proceeds of certain asset sales and (b) of 75% of consolidated excess cash flow (as defined in the Credit Agreement) (which percentage will be reduced to 50% if the secured net leverage ratio (as defined in the Credit Agreement) is less than or equal to 3.35:1.00 as of a fiscal year end). During the three months ended December 31, 2021, the Company repaid $81.4 on its Term B Facility as a mandatory prepayment from fiscal 2021 excess cash flow, which was in addition to the scheduled amortization payments. The Company may prepay the Term B Facility at its option without penalty or premium. The interest rate on the Term B Facility was 4.75% as of both December 31, 2021 and September 30, 2021.

Borrowings under the Revolving Credit Facility bear interest, at the option of BellRing LLC, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which is determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar rate-based loans and base rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility accrue at rates ranging from 0.25% to 0.50% per annum depending on BellRing LLC’s secured net leverage ratio. There were no amounts drawn under the Revolving Credit Facility as of December 31, 2021 and September 30, 2021.

During the three months ended December 31, 2021 and 2020, BellRing LLC borrowed zero and $20.0 under the Revolving Credit Facility, respectively. There were no amounts repaid on the Revolving Credit Facility during each of the three months ended December 31, 2021 and 2020. The available borrowing capacity under the Revolving Credit Facility was $200.0 as of both December 31, 2021 and September 30, 2021. There were no outstanding letters of credit as of December 31, 2021 or September 30, 2021.

Under the terms of the Credit Agreement, BellRing LLC is required to comply with a financial covenant requiring it to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00 to 1.00, measured as of the last day of each fiscal quarter. The total net leverage ratio of BellRing LLC did not exceed this threshold as of December 31, 2021.

The Credit Agreement provides for potential incremental revolving and term facilities at BellRing LLC’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 BellRing LLC to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement.

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The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $65.0, certain events under the Employee Retirement Income Security Act of 1974, the invalidity of any loan document, a change in control, and the failure of the collateral documents to create a valid and perfected first priority lien. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of BellRing LLC’s obligations under the Credit Agreement.

BellRing LLC’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries, certain excluded subsidiaries and subsidiaries BellRing LLC designates as unrestricted subsidiaries) and are secured by security interests in substantially all of BellRing LLC’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property (subject to limited exceptions).

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Joint Juice Litigation

In March 2013, a complaint was filed on behalf of a putative, nationwide class of consumers against Premier Nutrition in the U.S. District Court for the Northern District of California seeking monetary damages and injunctive relief. The case asserted that some of Premier Nutrition’s advertising claims regarding its Joint Juice line of glucosamine and chondroitin dietary supplements were false and misleading. In April 2016, the district court certified a California-only class of consumers in this lawsuit (this lawsuit is hereinafter referred to as the “California Federal Class Lawsuit”).

In 2016 and 2017, the lead plaintiff’s counsel in the California Federal Class Lawsuit filed ten additional class action complaints in the U.S. District Court for the Northern District of California on behalf of putative classes of consumers under the laws of Connecticut, Florida, Illinois, New Jersey, New Mexico, New York, Maryland, Massachusetts, Michigan and Pennsylvania. These additional complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. The New Jersey case was voluntarily dismissed. Trial is scheduled to commence in the New York case on May 23, 2022.

In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was upheld on appeal by the U.S. Court of Appeals for the Ninth Circuit and Plaintiff’s petition for an en banc rehearing by the Ninth Circuit was denied. The other complaints remain pending in the U.S. District Court for the Northern District of California, and the court has certified individual state classes in each of those cases.

In January 2019, the same lead counsel filed an additional class action complaint against Premier Nutrition in California Superior Court for the County of Alameda, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers, beginning after the California Federal Class Lawsuit class period.

In September 2020, the same lead counsel filed another class action complaint against Premier Nutrition in California Superior Court for the County of Alameda, alleging identical claims and seeking restitution and injunctive relief on behalf of the same putative class of California consumers as the California Federal Class Lawsuit.

The Company continues to vigorously defend these cases. The Company does not believe that the resolution of these cases will have a material adverse effect on its financial condition, results of operations or cash flows.

Other than legal fees, no expense related to this litigation was incurred during the three months ended December 31, 2021 or 2020. At both December 31, 2021 and September 30, 2021, the Company had accrued $8.5 related to this matter that was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets.

Other

The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in

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the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.

NOTE 16 — STOCKHOLDERS’ DEFICIT

The following table summarizes BellRing Inc.’s repurchases of its Class A Common Stock during the three months ended December 31, 2021. There were no repurchases of BellRing Inc.’s Class A Common Stock during the three months ended December 31, 2020.




Shares repurchased	0.8
Average price per share	$	23.36
Total cost including broker’s commissions	$	18.1

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of BellRing Brands, Inc. 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 ended September 30, 2021, and the “Cautionary Statement on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “BellRing” as used herein refer to BellRing Brands, Inc. and its consolidated subsidiaries.

OVERVIEW

We are a consumer products holding company operating in the global convenient nutrition category and a provider of ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition bars. 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.

On October 21, 2019, BellRing Brands, Inc. (“BellRing Inc.”) 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 “Class A Common Stock”) and contributed the net proceeds from the IPO to BellRing Brands, LLC, a Delaware limited liability company and BellRing Inc.’s subsidiary (“BellRing LLC”), in exchange for 39.4 million BellRing LLC non-voting membership units (the “BellRing LLC units”).

As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing LLC became the holder of the active nutrition business of Post Holdings, Inc. (“Post”). BellRing Inc., as a holding company, has no material assets other than its ownership of BellRing LLC units and its indirect interests in the subsidiaries of BellRing LLC and has no independent means of generating revenue or cash flow. For additional information on the IPO, see Note 1 within “Notes to Condensed Consolidated Financial Statements.”

The members of BellRing LLC are Post and BellRing Inc. BellRing Inc. holds the voting membership unit of BellRing LLC (which represents the power to appoint and remove the members of the Board of Managers of, and no economic interest in, BellRing LLC). BellRing Inc. has the right to appoint the members of the BellRing LLC Board of Managers, and therefore, controls BellRing LLC. The Board of Managers is responsible for the oversight of BellRing LLC’s operations and overall performance and strategy, while the management of the day-to-day operations of the business of BellRing LLC and the execution of business strategy are the responsibility of the officers and employees of BellRing LLC and its subsidiaries. Post, in its capacity as a member of BellRing LLC, does not have the power to appoint any members of the Board of Managers or voting rights with respect to BellRing LLC.

In October 2021, we, along with Post, announced the signing of a transaction agreement related to Post’s previously announced plan to distribute a significant portion of its interest in the Company to Post’s shareholders. We expect the distribution to be completed in the second quarter of fiscal 2022, subject to certain customary conditions. See Note 1 within “Notes to Condensed Consolidated Financial Statements” for additional information on the transaction agreement and the transactions contemplated thereby.

COVID-19

The COVID-19 pandemic has caused and continues to cause global economic disruption and uncertainty, including in our business. We continue to closely monitor the impact of the COVID-19 pandemic and developments related thereto on our business and to remain focused on ensuring the health and safety of our employees, maintaining the continuity of our supply chain to serve customers and consumers and preserving financial liquidity to navigate the uncertainty caused by the COVID-19 pandemic. Our primary categories returned to growth rates in line with their pre-pandemic levels during the fourth quarter of fiscal 2020 and have remained strong in subsequent periods.

As the overall economy continues to recover from the impact of the COVID-19 pandemic, input and freight inflation and labor and input availability are pressuring our supply chain. Lower than anticipated production and delays in capacity expansion across the broader third party shake contract manufacturer network have resulted in low inventories and missed sales. Service levels and fill rates remain below normal levels, and certain products have been placed on allocation. These factors are expected to improve but persist throughout fiscal year 2022 and are dependent upon our contract manufacturer partners’ ability to deliver committed volumes, add capacity on expected timelines, retain manufacturing staff and rebuild inventory levels. Raw material, packaging and freight 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. For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this section, as well as “Risk Factors” in Item 1A of Part II of this report.

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RESULTS OF OPERATIONS


	Three Months Ended December 31,
				favorable/(unfavorable)
dollars in millions		2021		2020		$ Change		% Change
Net Sales		$	306.5	$	282.4	$	24.1	9	%

Operating Profit		$	50.6	$	47.8	$	2.8	6	%
Interest expense, net		8.4		12.8		4.4		34	%



Income tax expense		2.9		2.1		(0.8)		(38)	%
Less: Net earnings attributable to NCI		31.1		25.1		(6.0)		(24)	%
Net Earnings Available to Class A Common Stockholders		$	8.2	$	7.8	$	0.4	5	%

Net Sales

Net sales increased $24.1 million, or 9%, during the three months ended December 31, 2021, compared to the prior year period. Sales of Premier Protein products were up $10.8 million, or 5%, driven by higher average net selling prices. Average net selling prices increased in the three months ended December 31, 2021 due to decreased promotional spending and targeted price increases. These positive impacts were partially offset by volume decreases of 6%, which were primarily the result of supply constraints and reduced demand-driving activity. Sales of Dymatize products were up $12.9 million, or 41%, with volume up 8

SEC Form 10-Q filed by BellRing Brands Inc.