brbr-20220630

Table of Contents

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 June 30, 2022

☐ 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						87-3296749
(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
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:

Common Stock, $0.01 par value per share – 136,244,406 shares as of August 1, 2022

Table of Contents

BELLRING BRANDS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		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	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28



Item 6.	Exhibits	29

	SIGNATURES	30

Table of Contents

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 June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Net Sales	$	370.6	$	342.6	$	992.3	$	907.1
Cost of goods sold	250.4		231.3		692.8		616.9
Gross Profit	120.2		111.3		299.5		290.2
Selling, general and administrative expenses	47.8		42.6		133.5		129.1

Amortization of intangible assets	4.9		17.2		14.7		46.3


Other operating income, net	—		—		—		(0.1)
Operating Profit	67.5		51.5		151.3		114.9
Interest expense, net	15.9		9.5		32.8		33.6
Loss on extinguishment and refinancing of debt, net	—		0.1		17.6		1.6


Earnings before Income Taxes	51.6		41.9		100.9		79.7
Income tax expense	12.5		3.4		18.6		5.8
Net Earnings Including Redeemable Noncontrolling Interest	39.1		38.5		82.3		73.9
Less: Net earnings attributable to redeemable noncontrolling interest	—		29.0		33.7		56.0
Net Earnings Available to Common Stockholders	$	39.1	$	9.5	$	48.6	$	17.9



Earnings per share of Common Stock:
Basic	$	0.29	$	0.24	$	0.61	$	0.45
Diluted	$	0.29	$	0.24	$	0.61	$	0.45

Weighted-Average shares of Common Stock Outstanding:
Basic	136.3		39.5		79.5		39.5
Diluted	136.7		39.7		79.7		39.7

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 June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Net Earnings Including Redeemable Noncontrolling Interest	$	39.1	$	38.5	$	82.3	$	73.9
Hedging adjustments:

Reclassifications to net earnings	—		0.6		7.1		1.7

Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	(1.1)		0.3		(1.9)		0.3

Tax expense on other comprehensive income:

Reclassifications to net earnings	—		(0.1)		(0.4)		(0.1)
Total Other Comprehensive (Loss) Income Including Redeemable Noncontrolling Interest	(1.1)		0.8		4.8		1.9
Less: Comprehensive income attributable to redeemable noncontrolling interest	—		29.6		38.3		57.4
Total Comprehensive Income Available to Common Stockholders	$	38.0	$	9.7	$	48.8	$	18.4

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

Table of Contents

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


	June 30, 2022		September 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	34.7	$	152.6
Receivables, net	148.8		103.9
Inventories	227.9		117.9


Prepaid expenses and other current assets	11.7		13.7
Total Current Assets	423.1		388.1
Property, net	8.3		8.9
Goodwill	65.9		65.9
Intangible assets, net	208.3		223.1


Other assets	9.5		10.5
Total Assets	$	715.1	$	696.5

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Current portion of long-term debt	$	—	$	116.3
Accounts payable	117.4		91.9

Other current liabilities	59.6		43.1
Total Current Liabilities	177.0		251.3
Long-term debt	914.2		481.2
Deferred income taxes	5.0		7.6

Other liabilities	8.5		21.9
Total Liabilities	1,104.7		762.0
Redeemable noncontrolling interest	—		2,997.3
Stockholders’ Deficit
Preferred stock	—		—
Common stock	1.4		0.4


Additional paid-in capital	4.0		—
Accumulated deficit	(389.3)		(3,059.7)

Accumulated other comprehensive loss	(3.3)		(3.5)
Treasury stock, at cost	(2.4)		—
Total Stockholders’ Deficit	(389.6)		(3,062.8)
Total Liabilities and Stockholders’ Deficit	$	715.1	$	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)


	Nine Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities
Net earnings including redeemable noncontrolling interest	$	82.3	$	73.9
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash provided by operating activities:
Depreciation and amortization	15.9		48.3


Loss on extinguishment and refinancing of debt, net	17.6		1.6


Non-cash stock-based compensation expense	6.8		3.4


Deferred income taxes	(1.2)		(2.3)
Other, net	0.1		2.0
Other changes in operating assets and liabilities:
Increase in receivables	(45.7)		(48.0)
(Increase) decrease in inventories	(111.3)		9.0
Decrease (increase) in prepaid expenses and other current assets	1.8		(1.7)
Decrease in other assets	1.7		1.9
Increase in accounts payable and other current liabilities	43.5		57.9
Decrease in non-current liabilities	(0.1)		(0.1)
Net Cash Provided by Operating Activities	11.4		145.9

Cash Flows from Investing Activities


Additions to property	(1.2)		(0.8)






Net Cash Used in Investing Activities	(1.2)		(0.8)

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	109.0		20.0




Payment of merger consideration	(115.5)

SEC Form 10-Q filed by BellRing Brands Inc.