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, ~~2019~~2023

☐ 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

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

2503 S. Hanley Road

St. Louis,, Missouri63144

(Address of principal executive offices) (Zip Code)

(~~314~~) (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~~par value per share – ~~39,428,571~~130,979,097 shares as of ~~February 3, 2020~~

January 30, 2024

Table of Contents

BELLRING BRANDS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


				Page
PART I.			FINANCIAL INFORMATION
~~PART I.~~
Item 1.			~~FINANCIAL INFORMATION.~~	~~Page~~

~~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’ ~~Equity~~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.~~Operations	1613

Item 3.			Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	2117

Item 4.			Controls and ~~Procedures.~~Procedures	2217

PART II.			OTHER ~~INFORMATION.~~INFORMATION

Item 1.			Legal ~~Proceedings.~~Proceedings	2219

Item 1A.			Risk ~~Factors.~~Factors	2219

Item 2.			Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	2319

Item 6.5.			~~Exhibits.~~Other Information	2419

Item 6.			~~SIGNATURES~~Exhibits.	2620

			SIGNATURES	21

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 December 31,
	2019		2018
					Three Months Ended December 31,
					Three Months Ended December 31,
					Three Months Ended December 31,
						2023	2023	2022
Net Sales	$	244.0	$	185.8
Cost of goods sold	152.7		120.2
Gross Profit	91.3		65.6
Selling, general and administrative expenses	36.5		27.2

Amortization of intangible assets	5.5		5.5
Amortization of intangible assets
Amortization of intangible assets

Operating Profit

Operating Profit

Operating Profit	49.3		32.9
Interest expense, net	11.6		—

Earnings before Income Taxes

Earnings before Income Taxes

Earnings before Income Taxes	37.7		32.9
Income tax expense	5.9		7.8
Net Earnings Including Redeemable Noncontrolling Interest	31.8		25.1
Less: Net earnings attributable to redeemable noncontrolling interest	25.8		25.1
Net Earnings Available to Class A Common Stockholders	$	6.0	$	—

Earnings per share of Class A Common Stock:

Net Earnings

Net Earnings

Net Earnings

Earnings per Common Share:

Earnings per Common Share:

Earnings per Common Share:
Basic
Basic
Basic	$	0.15	$	—
Diluted	$	0.15	$	—

Weighted-Average shares of Class A Common Stock Outstanding:
Weighted-Average Common Shares Outstanding:
Weighted-Average Common Shares Outstanding:
Weighted-Average Common Shares Outstanding:
Basic
Basic
Basic	39.4		—
Diluted	39.4		—

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

Table of Contents

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions)

Three Months Ended
December 31,
2019 2018
Net Earnings Including Redeemable Noncontrolling Interest $ 31.8
$ 25.1
Hedging adjustments:
Unrealized net gain on derivatives 0.6
—
Unrealized foreign currency translation adjustments 0.5
(0.3 )
Total Other Comprehensive Income (Loss) Including Redeemable Noncontrolling Interest 1.1
(0.3 )
Less: Comprehensive income attributable to redeemable noncontrolling interest 26.3
24.8
Total Comprehensive Income Available to Class A Common Stockholders $ 6.6
$ —


	Three Months Ended December 31,
		2023		2022
Net Earnings		$	43.9	$	44.2





Unrealized foreign currency translation adjustments		0.8		1.5




Other Comprehensive Income		0.8		1.5

Total Comprehensive Income		$	44.7	$	45.7

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

Table of Contents

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


	December 31, 2019			September 30, 2019
	December 31, 2023							December 31, 2023	September 30, 2023
ASSETS	ASSETS						ASSETS
Current Assets
Cash and cash equivalents	$	29.9		$	5.5
Cash and cash equivalents
Cash and cash equivalents
Receivables, net	94.0			68.4
Inventories	150.2			138.2

Prepaid expenses and other current assets

Prepaid expenses and other current assets

Prepaid expenses and other current assets	14.0			7.4
Total Current Assets	288.1			219.5
Property, net	10.6			11.7
Goodwill	65.9			65.9
Intangible assets, net	291.0			296.5
Deferred income taxes

Other assets
Other assets
Other assets	15.3			0.9
Total Assets	$	670.9		$	594.5

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Current portion of long-term debt	$	35.0		$	—

Accounts payable	46.5			61.7

Accounts payable

Accounts payable

Other current liabilities
Other current liabilities
Other current liabilities	25.9			31.0
Total Current Liabilities	107.4			92.7
Long-term debt	723.8			—
Deferred income taxes	17.2			14.1

Other liabilities
Other liabilities
Other liabilities	25.5			1.3
Total Liabilities	873.9			108.1
Redeemable noncontrolling interest	2,075.2			—
Stockholders’ Equity
Preferred stock	—			—

Stockholders’ Deficit
Stockholders’ Deficit
Stockholders’ Deficit

Common stock	0.4			—

Common stock

Common stock

Additional paid-in capital

Additional paid-in capital

Additional paid-in capital	0.3			—
Accumulated deficit	(2,276.9		)	—
Net investment of Post Holdings, Inc.	—			489.0

Accumulated other comprehensive loss	(2.0		)	(2.6		)
Total Stockholders’ Equity	(2,278.2		)	486.4
Total Liabilities and Stockholders’ Equity	$	670.9		$	594.5
Accumulated other comprehensive loss
Accumulated other comprehensive loss
Treasury stock, at cost
Total Stockholders’ Deficit
Total Liabilities and Stockholders’ Deficit

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

Table of Contents

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

Three Months Ended
December 31,
2019 2018
Cash Flows from Operating Activities
Net earnings including redeemable noncontrolling interest $ 31.8
$ 25.1
Adjustments to reconcile net earnings including redeemable noncontrolling interest to net cash flow (used in) provided by operating activities:
Depreciation and amortization 6.4
6.4
Non-cash stock-based compensation expense 0.3
—
Deferred income taxes 0.2
1.7
Other, net 1.1
2.6
Other changes in operating assets and liabilities:
(Increase) decrease in receivables (25.3 ) 9.8
Increase in inventories (11.8 ) (18.3 )
Increase in prepaid expenses and other current assets (5.8 ) (0.1 )
Decrease in other assets 0.8
0.1
Decrease in accounts payable and other current liabilities (22.5 ) (21.7 )
(Decrease) increase in non-current liabilities (0.1 ) 0.3
Net Cash (Used in) Provided by Operating Activities (24.9 ) 5.9

Cash Flows from Investing Activities
Additions to property (0.7 ) (1.0 )
Net Cash Used in Investing Activities (0.7 ) (1.0 )

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 806.0
—
Proceeds from issuance of common stock, net of issuance costs 524.4
—
Repayments of long-term debt (1,265.0 ) —
Payments of debt issuance costs and deferred financing fees (9.6 ) —
Distributions to Post Holdings, Inc., net (5.9 ) (6.4 )
Net Cash Provided by (Used in) Financing Activities 49.9
(6.4 )
Effect of Exchange Rate Changes on Cash and Cash Equivalents 0.1
(0.2 )
Net Increase (Decrease) in Cash and Cash Equivalents 24.4
(1.7 )
Cash and Cash Equivalents, Beginning of Year 5.5
10.9
Cash and Cash Equivalents, End of Period $ 29.9
$ 9.2


	Three Months Ended December 31,
	2023		2022
Cash Flows from Operating Activities
Net earnings	$	43.9	$	44.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	22.6		5.3





Non-cash stock-based compensation expense	4.6		3.5


Deferred income taxes	(3.3)		1.4
Other, net	0.2		(0.1)
Other changes in operating assets and liabilities:
Increase in receivables, net	(10.1)		(8.1)
Decrease (increase) in inventories	7.3		(11.9)
Increase in prepaid expenses and other current assets	(0.2)		(2.9)
(Increase) decrease in other assets	(1.9)		0.4
Increase in accounts payable and other current liabilities	11.1		4.5

Net Cash Provided by Operating Activities	74.2		36.3

Cash Flows from Investing Activities


Additions to property	(0.2)		(0.3)






Net Cash Used in Investing Activities	(0.2)		(0.3)

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	—		55.0





Repayments of long-term debt	(25.0)		(40.0)
Purchases of treasury stock	(9.4)		(41.2)









Other, net	(3.4)		(2.2)
Net Cash Used in Financing Activities	(37.8)		(28.4)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	0.4		0.5
Net Increase in Cash and Cash Equivalents	36.6		8.1
Cash and Cash Equivalents, Beginning of Year	48.4		35.8
Cash and Cash Equivalents, End of Period	$	85.0	$	43.9

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

Table of Contents

BELLRING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ ~~EQUITY~~DEFICIT (Unaudited)

(in millions)

As Of and For The Three Months Ended
December 31,
2019 2018
Preferred Stock
Beginning and end of period $ —
$ —
Common Stock
Beginning of period —
—
Issuance of common stock 0.4
—
End of period 0.4
—
Additional Paid-in Capital
Beginning of period —
—
Non-cash stock-based compensation expense 0.3
—
End of period 0.3
—
Accumulated Deficit
Beginning of period —
—
Net earnings available to Class A Common Stockholders 6.0
—
Issuance of common stock (0.4 ) —
Initial public offering (2,117.1 ) —
Reclassification of net investment of Post Holdings, Inc. 524.4
—
Redemption value adjustment to redeemable noncontrolling interest (689.8 ) —
End of period (2,276.9 ) —
Net Investment of Post
Beginning of period 489.0
453.1
Net earnings attributable to Post Holdings, Inc. 5.5
25.1
Initial public offering 29.9
—
Reclassification of net investment of Post Holdings, Inc. (524.4 ) —
Net decrease in net investment of Post Holdings, Inc. —
(4.0 )
End of period —
474.2
Accumulated Other Comprehensive Loss
Hedging Adjustments, net of tax
Beginning of period —
—
Net change in hedges, net of tax 0.2
—
End of period 0.2
—
Foreign Currency Translation Adjustments
Beginning of period (2.6 ) (1.4 )
Foreign currency translation adjustments 0.4
(0.3 )
End of period (2.2 ) (1.7 )
Total Stockholders’ Equity $ (2,278.2 ) $ 472.5


	As of and for the Three Months Ended December 31,
		2023		2022










Common Stock
Beginning and end of period		$	1.4	$	1.4



Additional Paid-in Capital
Beginning of period		19.3		7.0
Activity under stock and deferred compensation plans		(3.3)		(2.1)
Non-cash stock-based compensation expense		4.6		3.5


End of period		20.6		8.4
Accumulated Deficit
Beginning of period		(190.1)		(355.6)
Net earnings		43.9		44.2







End of period		(146.2)		(311.4)







Accumulated Other Comprehensive Loss





Beginning of period		(3.1)		(4.3)
Foreign currency translation adjustments		0.8		1.5
End of period		(2.3)		(2.8)
Treasury Stock
Beginning of period		(151.0)		(24.7)
Purchases of treasury stock		(9.4)		(41.2)

End of period		(160.4)		(65.9)
Total Stockholders’ Deficit		$	(286.9)	$	(370.3)

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

Table of Contents

BELLRING BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

($ in millions, except per share ~~information)~~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, nutrition bars~~ and ~~nutritional supplements.~~powders. 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 ~~and~~ ~~PowerBar~~.

~~On October 21, 2019,~~Unless otherwise stated or the context otherwise indicates, all references in these financial statements and notes to “BellRing,” the “Company,” “us,” “our” or “we” mean 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”), which number of shares included the underwriters’ exercise in full of their option to purchase up to an additional 5.1 million shares of Class A Common Stock. The IPO was completed at an offering price of $14.00 per share and BellRing Inc. received net proceeds from the IPO of approximately $524.4, after deducting underwriting discounts and commissions, all of which were contributed to BellRing Brands, LLC, a Delaware limited liability company and subsidiary of BellRing Inc. (“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”), which until the completion of the IPO, had been comprised of Premier Nutrition Company, LLC (as successor to Premier Nutrition Corporation, “Premier Nutrition”), Dymatize Enterprises, LLC (“Dymatize”), Supreme Protein, LLC, the ~~PowerBar~~ ~~brand and Active Nutrition International GmbH (“Active Nutrition International”).~~

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.~~

Post holds 97.5 million BellRing LLC units, equal to 71.2% of the economic interest in BellRing LLC, and 1 share of Class B common stock of BellRing Inc., $0.01 par value per share (the “Class B Common Stock”), which, for so long as Post or its affiliates (other than the Company) directly own more than 50% of the BellRing LLC units, will represent 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. Subject to the terms of the amended and restated limited liability company agreement of 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. The share of Class B Common Stock is owned by Post and cannot be transferred except to affiliates of Post and its subsidiaries (other than the Company). BellRing Inc. does not intend to list its Class B Common Stock on any stock exchange.

The public stockholders of BellRing Inc. (i) own 39.4 million shares of Class A Common Stock, which, for so long as Post or its affiliates (other than the Company) directly own more than 50% of the BellRing LLC units, represent 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 hold 28.8% 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.

~~Table of Contents~~

The financial results of BellRing LLC and its subsidiaries are consolidated with BellRing Inc., and effective as of October 21, 2019, 71.2% of the consolidated net earnings of BellRing LLC are allocated to the redeemable noncontrolling interest (“NCI”) to reflect the entitlement of Post to a portion of the consolidated net earnings. Prior to October 21, 2019, 100% of the consolidated net earnings of BellRing LLC were allocated to the NCI.

~~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 (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited ~~combined~~consolidated financial statements of the Company as of and for the fiscal year ended September 30, ~~2019.~~2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited ~~combined~~consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019,~~2023, filed with the SEC on November ~~22, 2019.~~21, 2023.

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.

For the period prior to the IPO, these unaudited condensed consolidated financial statements present the combined results of operations, comprehensive income, financial position, cash flows and stockholders’ equity of the active nutrition business of Post. All intercompany balances and transactions have been eliminated. Transactions between the Company and Post are included in these financial statements. See Note 4 for further information on transactions with Post.

For the period prior to the IPO, these unaudited condensed consolidated financial statements included allocations of certain Post corporate expenses. These allocated expenses related to various services that were provided to the Company by Post, including, but not limited to, cash management and other treasury services, administrative services (such as tax, employee benefit administration, risk management, internal audit, accounting and human resources) and stock-based compensation plan administration. See Note 4 for further information on services that Post continues to provide to the Company.

For the three months ended December 31, 2019, $25.8 of the consolidated net earnings of BellRing LLC were allocated to the NCI, of which $5.5 reflects the entitlement of Post to 100% of the consolidated net earnings of BellRing LLC prior to the IPO and $20.3 reflects the entitlement of Post to 71.2% of the consolidated net earnings of BellRing LLC subsequent to the IPO. For the three months ended December 31, 2018, $25.1 of the consolidated net earnings of BellRing LLC were allocated to the NCI to reflect the entitlement of Post to 100% of the consolidated net earnings of BellRing LLC prior to the IPO.

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 the ones described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial ~~condition,~~position, cash flows, stockholders’ equity or related disclosures based on current information.

In ~~February 2016,~~December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ~~2016-02, “Leases~~2023-09, “Income Taxes (Topic ~~842).~~740): Improvements to Income Tax Disclosures.” This ASU requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidanceis effective for ~~lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of~~fiscal years beginning after December 15, 2024 (i.e., the Company’s annual financial statements ~~to assess~~for the ~~amount, timing and uncertainty~~year ended September 30, 2026), with early adoption permitted. This ASU should be adopted prospectively; however, retrospective adoption is permitted. The Company is currently evaluating the impact of ~~cash flows arising from leases.~~ this standard.

In ~~July 2018,~~November 2023, the FASB issued ASU ~~2018-11, “Leases~~2023-07, “Segment Reporting (Topic ~~842)~~280): ~~Targeted Improvements.~~Improvements to Reportable Segment Disclosures.” This ASU ~~provides an additional transition method by allowing entities to initially apply~~is effective for fiscal years beginning after December 15, 2023 (i.e., the ~~new lease standard at~~Company’s annual financial statements for the ~~date of~~year ended September 30, 2025) and for interim periods within fiscal years beginning after December 15, 2024 (i.e., the Company’s interim financial statements for the three months ended December 31, 2025), with early adoption ~~with a cumulative effect adjustment to the opening balances of retained earnings in the period of adoption.~~permitted. This ASU also gives lessors the option of electing, as a practical expedient by class of underlying asset, not to separate the lease and non-lease components of a contract when those lease contracts meet certain criteria.

requires retrospective adoption. The Company ~~adopted these ASUs on October 1, 2019, and utilized~~is currently evaluating the ~~cumulative effect adjustment approach. At adoption, the Company recognized ROU assets and lease liabilities~~impact of $14.8 and $16.0, respectively, on the condensed consolidated balance sheet at October 1, 2019. The new standard did not materially impact the statements of operations or cash flows. In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with theses ASUs. For additional information, refer to Note 12.this standard.

~~Table of Contents~~

NOTE 3 — REVENUE

The following table presents net sales by ~~product for the three months ended December 31, 2019 and 2018.~~product.

Three Months Ended
December 31,
2019 2018
Shakes and other beverages $ 199.8
$ 135.9
Powders 29.0
32.4
Nutrition bars 13.9
16.1
Other 1.3
1.4
Net Sales $ 244.0
$ 185.8


	Three Months Ended December 31,
		2023		2022
Shakes and other beverages		$	350.2	$	297.0
Powders		69.7		56.1

Other		10.5		9.6
Net Sales		$	430.4	$	362.7

NOTE 4 — RELATED PARTY TRANSACTIONS

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

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The MSA and other related party transactions

The Company uses certain functions and services performed by ~~Post.~~Post under a master services agreement (the “MSA”). These functions and services ~~included legal,~~include finance, internal audit, treasury, information technology support, insurance and tax matters, ~~including assistance with certain public company reporting obligations;~~ the use of office and/or data center ~~space;~~space, payroll processing ~~services;~~services and tax compliance services. Costs for these functions and services performed by Post were allocated to the Company based on a reasonable activity base (including specific costs, revenue, net assets and headcount, or a combination of such items) or another reasonable method. Allocated costs were $2.3, including $1.2 of costs related to the separation from Post, forDuring the three months ended December 31, ~~2018~~2023 and 2022, and were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. Costs related to the separation from Post were $1.5 for the three months ended December 31, 2019.

After the completion of the IPO, Post continues to provide these services and other services to the Company under a master services agreement (“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. MSA fees ~~and stock-based compensation expense related to Post’s stock-based compensation plan for the three months ended December 31, 2019~~ were ~~$0.5~~ $0.9 and ~~and $1.1, respectively, and~~$1.3, respectively. MSA fees were reported in “Selling, general and administrative expenses” in the Condensed Consolidated ~~Statement~~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. For the period prior to the IPO, the amounts related to these transactions were included in the accompanying financial statements~~subsidiaries based upon ~~transfer~~ prices ~~in effect at the time of the individual transactions. For the period subsequent to the IPO, these transactions were based upon pricing~~ governed by agreements between the Company and Post and its ~~subsidiaries. These transactions were~~subsidiaries, consistent with prices of similar arm's-length transactions ~~during both periods.~~. During ~~each of~~ the three months ended December 31, ~~2019~~2023 and ~~2018,~~2022, net sales to, purchases from and royalties paid to and received from Post and its subsidiaries were immaterial.

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

Co-Packing Agreement

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

During thethree months ended December 31, 2023 and 2022, Premier Nutrition incurred $1.0 and zero, respectively, related to start-up costs that are ~~intended~~reimbursable to ~~govern~~Comet from Premier Nutrition pursuant to the ~~ongoing relationship between~~Co-Packing Agreement. As of December 31, 2023 and September 30, 2023, the Company had a payable of $3.5 and Post. These agreements included an amended and restated limited liability company 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 will incur expenses payable to Post in connection with certain administrative services provided for varying lengths of time. The Company had receivables and payables with Post of $0.1 and $2.3,$2.5, respectively, ~~at December 31, 2019,~~ related to ~~MSA fees and pass-through charges owed by the Company to Post, as well as related party sales and purchases. The receivables and payables were~~these costs, which was included in ~~“Receivables, net” and~~ “Accounts ~~payable,” respectively,~~payable” on the Condensed Consolidated Balance ~~Sheet.~~Sheets.

~~Based on~~Tax Matters Agreement

In connection with the ~~provisions~~Company’s spin-off from Post in fiscal 2022 and the related distribution of ~~the tax receivable agreement,~~Post’s shares of BellRing ~~Inc. must pay~~common stock 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’shareholders (the “Spin-off”) ~~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 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 were $12.9 at December 31, 2019, and were recorded as an increase to “Other liabilities” and an increase to “Accumulated deficit” on the Condensed Consolidated Balance Sheet.

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~~NOTE 5 — REDEEMABLE NONCONTROLLING INTEREST~~

Post holds 97.5 million BellRing LLC units, equal to 71.2% of the economic interest in BellRing LLC, and may redeem BellRing LLC units for, at BellRing LLC’s option (as determined by its Board of Managers), (i) one share 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 an NCI to~~ the Company ~~which is classified outside of permanent stockholders’ equity as~~entered into a tax matters agreement (the “Tax Matters Agreement”) with Post. The Tax Matters Agreement (i) governs the BellRing LLC units are redeemable at the option of Post, through Post’s ownership of the Company’s 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 lossparties’ respective rights, responsibilities and ~~distributions or dividends or (ii) the redemption value. As of December 31, 2019, the carrying amount of the NCI was recorded at its redemption value of $2,075.2.~~

As of December 31, 2019, BellRing Inc. owned 28.8% of the outstanding BellRing LLC units. The financial results of BellRing LLC and its subsidiaries were consolidated with BellRing Inc., and 71.2% of the consolidated net earnings were allocated to the NCI to reflect the entitlement of Post to a portion of the consolidated net earnings.

~~The following table summarizes the changes to the Company’s NCI for the period beginning October 21, 2019, the effective date of the IPO, and ending December 31, 2019 (see Note 1).~~

Beginning of period $ —
Net earnings attributable to NCI after IPO 20.3
Net change in hedges, net of tax 0.4
Foreign currency translation adjustments 0.1
Impact of IPO 1,364.6
Redemption value adjustment to NCI 689.8
End of period $ 2,075.2

The following table summarizes the effects of changes in ownership in BellRing LLC on BellRing Inc.’s equity for the period beginning October 21, 2019, the effective date of the IPO, and ending December 31, 2019 (see Note 1).

Net earnings available to Class A Common Stockholders $ 6.0
Transfers to NCI:
Impact of IPO 1,364.6
Redemption value adjustment to NCI 689.8
Changes from net earnings available to Class A Common Stockholders and transfers to NCI $ 2,060.4

~~NOTE 6 — INCOME TAXES~~

BellRing Inc. holds 28.8% of the 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 is itself generally not subject to U.S. federal income tax under current U.S. tax laws.

~~BellRing Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes,~~obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, that may be incurred if the Spin-offfails to qualify for its ~~28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC. BellRing Inc. is also subject to taxes in foreign jurisdictions.~~

~~Prior to the IPO and formation transactions, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC as part of Post’s consolidated U.S~~intended tax treatment, (ii) addresses U.S. federal, ~~income tax return and therefore, was subject to U.S federal income taxes, in addition to~~ state, local and ~~foreign taxes.~~non-U.S. tax matters and (iii) sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

~~The effective income tax rate was 15.6%~~Pursuant to the Tax Matters Agreement, BellRing is expected to indemnify Post for (i) all taxes for which BellRing is responsible (as described in the Tax Matters Agreement) and ~~23.7%~~(ii) all taxes incurred by reason of certain actions or events, or by reason of any breach by BellRing or any of its subsidiaries of any of their respective representations, warranties or covenants under the Tax Matters Agreement that, in each case, affect the intended tax-free treatment of the Spin-off. Additionally, Post is expected to indemnify BellRing for the (i) taxes for which Post is responsible (as described in the Tax Matters Agreement) and (ii) taxes attributable to a failure of the Spin-off to qualify as tax-free, to the extent incurred by any action or failure to take any action within the control of Post. There were no amounts incurred by BellRing or Post under the Tax Matters Agreement during the three months ended December 31, 2019 and 2018, respectively. The decrease in the effective income tax rate compared to the prior year period was primarily due to the Company taking into account for U.S. federal income tax purposes its 28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC in the period subsequent to the IPO as a result of the formation transactions. Prior to the IPO and formation transactions, the Company reported 100% of the income, gain, loss and deduction of BellRing LLC. In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” the Company records income tax expense (benefit) for interim periods using the2023 or 2022.

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~~estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.~~

NOTE 5 — 7 — EARNINGS PER SHARE

Basic earnings per share is based on the average number of shares of ~~Class A Common Stock~~common stock outstanding during ~~the~~each period. Diluted earnings per share is based on the average number of shares of ~~Class A Common Stock~~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.

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

Table of ~~basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.~~Contents

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


	Three Months Ended December 31,
		2023		2022
Net earnings		$	43.9	$	44.2





Weighted-average shares for basic earnings per share		131.2		134.9
Effect of dilutive securities:
Stock options		0.2		—
Restricted stock units		0.3		0.2
Performance-based restricted stock units		1.3		—


Weighted-average shares for diluted earnings per share		133.0		135.1

Basic earnings per common share		$	0.33	$	0.33
Diluted earnings per common share		$	0.33	$	0.33

The following table presents the ~~period beginning October 21, 2019,~~securities that have been excluded from the ~~effective date~~calculation of the IPO, and ending December 31, 2019 (see Note 1). There were no shares of Class A Common Stock outstanding during the three months ended December 31, 2018, and as such, no computation of basic and diluted earnings per share has been provided.

Net earnings available to Class A Common Stockholders $ 6.0

Weighted-average shares for basic earnings per share (in millions) 39.4
Total dilutive securities —
Weighted-average shares for diluted earnings per share (in millions) 39.4

Basic and Diluted earnings per share of Class A Common Stock $ 0.15

~~Weighted-average~~weighted-average shares for diluted earnings per share ~~excludes 0.1 million equity awards for the period beginning October 21, 2019, the effective date of the IPO, and ending December 31, 2019 (see Note 1),~~ as they were anti-dilutive.


	Three Months Ended December 31,
		2023	2022
Restricted stock units		—	0.2
Performance-based restricted stock units		—	0.5

~~NOTE 8 — INVENTORIES~~

December 31,
2019 September 30, 2019
Raw materials and supplies $ 27.0
$ 26.4
Work in process 0.1
0.1
Finished products 123.1
111.7
Inventories $ 150.2
$ 138.2

NOTE 96 — INVENTORIES


	December 31, 2023		September 30, 2023
Raw materials and supplies	$	59.5	$	60.4
Work in process	0.1		0.1
Finished products	128.0		133.8

Inventories	$	187.6	$	194.3

NOTE 7 — PROPERTY, NET

December 31,
2019 September 30, 2019
Property, at cost $ 20.8
$ 21.1
Accumulated depreciation (10.2 ) (9.4 )
Property, net $ 10.6
$ 11.7


	December 31, 2023		September 30, 2023
Property, at cost	$	23.2	$	24.0
Accumulated depreciation	(14.6)		(15.5)
Property, net	$	8.6	$	8.5

NOTE 108 — GOODWILL

The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both December 31, ~~2019~~2023 and September 30, ~~2019~~2023 are presented in the following table.

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




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

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NOTE 119 — INTANGIBLE ASSETS, NET

~~Total intangible assets are as follows:~~

December 31, 2019 September 30, 2019
Carrying
Amount
Accumulated
Amortization
Net
Amount Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships $ 209.4
$ (68.3 ) $ 141.1
$ 209.4
$ (65.5 ) $ 143.9
Trademarks and brands 213.4
(63.5 ) 149.9
213.4
(60.8 ) 152.6
Other intangible assets 3.1
(3.1 ) —
3.1
(3.1 ) —
Intangible assets, net $ 425.9
$ (134.9 ) $ 291.0
$ 425.9
$ (129.4 ) $ 296.5


	December 31, 2023						September 30, 2023
	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount

Customer relationships	$	178.4	$	(105.8)	$	72.6	$	178.4	$	(97.2)	$	81.2
Trademarks and brands	194.0		(112.0)		82.0		194.0		(98.4)		95.6
Other intangible assets	3.1		(3.1)		—		3.1		(3.1)		—
Intangible assets, net	$	375.5	$	(220.9)	$	154.6	$	375.5	$	(198.7)	$	176.8

~~NOTE 12 — LEASES~~

In ~~conjunction~~August 2023, the Company approved a plan to discontinue the PowerBar business in North America. In connection with the ~~adoption of ASUs 2016-02 and 2018-11 (see Note 2),~~discontinuance, the Company updated ~~its policy for recognizing leases under ASC Topic 842. The Company assessed~~ the ~~impact of these ASUs by reviewing its lease portfolio, implementing lease accounting software, developing related business processes and implementing internal controls. A summary~~useful lives of the ~~updated policy is included below. Prior to October 1, 2019, the Company accounted for leases under ASC Topic 840, “Leases.”~~

~~Lease Portfolio~~

~~The Company leases office space, certain warehouses~~customer relationships and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. Leases have remaining terms which range from less than one year to seven years and most leases provide the Companytrademark associated with the ~~option~~PowerBar business in North America to ~~exercise one or more renewal terms.~~

~~Lease Policy~~

~~The Company determines if an arrangement is a lease at its inception. When~~reflect the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised.

The Company has certain lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor's common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in operating lease expense in theremaining period in which ~~they are incurred. Variable rental payments are recognized~~the Company expects to sell existing PowerBar product inventory in ~~the period in which their associated obligation is incurred.~~

~~As most~~North America. Accelerated amortization of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date.

~~ROU assets are~~$17.4was recorded as “Other assets,” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheet. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements.

~~Impact of Adoption~~

The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $14.8 and $16.0, respectively, on the balance sheet at October 1, 2019. The Company elected the following practical expedients in accordance with ASC Topic 842:

•

~~Reassessment elections~~ — The Company elected the package of practical expedients and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed.

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•

~~Short-term lease election~~ — ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease.


•	~~Lease vs non-lease components~~ ~~— The Company elected to combine lease and non-lease components as a single component and the total consideration for the arrangements were accounted for as a lease.~~

~~The following table presents the balance sheet location of the Company’s operating leases as of December 31, 2019.~~

December 31, 2019
ROU assets:
   Other assets $ 13.9

Lease liabilities:
   Other current liabilities $ 2.7
   Other liabilities 12.4
      Total lease liabilities $ 15.1

~~The following table presents maturities of the Company’s operating lease liabilities as of December 31, 2019, presented under ASC Topic 842.~~

December 31, 2019
Remaining Fiscal 2020 $ 2.6
Fiscal 2021 2.8
Fiscal 2022 2.7
Fiscal 2023 2.5
Fiscal 2024 1.9
Thereafter 4.7
   Total future minimum payments 17.2
   Less: Implied interest (2.1 )
      Total lease liabilities $ 15.1

~~The following table presents future minimum rental payments under the Company’s noncancelable operating leases as of September 30, 2019, presented under ASC Topic 840.~~

September 30, 2019
Fiscal 2020 $ 2.7
Fiscal 2021 2.7
Fiscal 2022 2.7
Fiscal 2023 2.7
Fiscal 2024 1.9
Thereafter 4.7
Total future minimum payments $ 17.4

As reported under ASC Topic 842, operating lease expense for the three months ended December 31, 2019 was $1.1, which included immaterial variable lease costs and short-term lease costs. As reported under ASC Topic 840, rent expense for the three months ended December 31, 2018 was $0.7. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the three months ended December 31, 2019 were $0.9. ROU assets obtained in exchange for operating

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~~lease liabilities~~ during the three months ended December 31, ~~2019 were immaterial. The weighted average remaining lease term~~2023 resulting from the updated useful lives of the ~~Company’s operating leases~~customer relationships and trademark associated with the PowerBar business in North America, which were fully amortized as of December 31, ~~2019 was approximately six years and the weighted average incremental borrowing rate was 4.1% as of December 31, 2019.~~2023.

NOTE ~~13 — 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 December 31, 2019, the Company had pay-fixed, receive-variable interest rate swaps maturing in December 2022 that require monthly settlements beginning on January 31, 2020 and are used as cash flow hedges of forecasted interest payments on its variable rate debt (see Note 15). The interest rate swaps are designated as hedging instruments under ASC Topic 815. At December 31, 2019, the notional amount of interest rate swaps held by the Company was $350.0. No derivative instruments were held by the Company at September 30, 2019.

The following table presents the balance sheet location and fair value of the Company’s derivative instruments on a gross basis, along with the portion designated as hedging instruments under ASC Topic 815, as of December 31, 2019. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheet.

Balance Sheet Location Fair Value Portion Designated as Hedging Instrument
Other current assets $ 0.4
$ 0.4
Other assets 0.2
0.2
Total assets $ 0.6
$ 0.6

At December 31, 2019, accumulated other comprehensive income (“OCI”) included a $0.6 net hedging gain (before and after taxes), all of which was recognized in the three months ended December 31, 2019. Approximately $0.4 of the net hedging gain reported in accumulated OCI at December 31, 2019 is expected to be reclassified into earnings within the next 12 months. The reclassification will occur on a straight-line basis over the term of the related debt.

~~NOTE 14~~10 — FAIR VALUE MEASUREMENTS

The Company had derivative assets with a fair value of $0.6 at December 31, 2019 which were classified as Level 2 within the fair value hierarchy in ASC Topic 820. 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. There were no such derivative assets as of September 30, 2019.

The Company’s NCI had a fair value of $2,075.2 at December 31, 2019 which was classified as Level 1 within the fair value hierarchy in ASC Topic 820. The fair value of the NCI is calculated as its redemption value based on the stock price and number of BellRing LLC units owned by Post as of December 31, 2019 (see Note 5). ~~The Company did not have an NCI as of~~ ~~September 30, 2019~~.

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. The fair value of outstanding borrowings under the Revolving Credit Facility (as defined in Note ~~15)~~11) as of ~~December 31, 2019~~September 30, 2023 approximated its carrying value. Based on ~~current~~ market rates, the fair value (Level 2) of the ~~Term B~~Company’s debt, excluding any borrowings under the Revolving Credit Facility, ~~(as defined in Note 15)~~ was ~~$707.0~~$873.2 and $830.0 as of December 31, ~~2019.~~ ~~The Company did not have short-term or long-term debt as of~~ 2023 and September 30, ~~2019~~.2023, 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 1511 — LONG-TERM DEBT

The following table presents the components of “Long-term debt” on the Condensed Consolidated Balance ~~Sheet at December 31, 2019 are presented in the following table. No long-term debt was held by the Company at September 30, 2019.~~Sheets.

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December 31,
2019
Term B Facility $ 700.0
Revolving Credit Facility 80.0
780.0
Less: Current portion of long-term debt (35.0 )
Debt issuance costs, net (8.0 )
Unamortized discount (13.2 )
Long-term debt $ 723.8

~~Assumption of Bridge Loan~~


	December 31, 2023		September 30, 2023
7.00% Senior Notes maturing in March 2030	$	840.0	$	840.0

Revolving Credit Facility	—		25.0

Total principal amount of debt	840.0		865.0

Less: Debt issuance costs, net	7.9		8.2

Long-term debt	$	832.1	$	856.8

On ~~October 11, 2019, in connection with~~March 10, 2022, the ~~IPO and the formation transactions, Post~~Company entered into a ~~$1,225.0 Bridge Facility Agreement (the “Bridge Loan Facility”) and borrowed $1,225.0 under~~credit agreement (as amended, the ~~Bridge Loan Facility (the “Bridge Loan”). Certain of Post’s domestic subsidiaries (other than BellRing Inc. but including BellRing LLC and its domestic subsidiaries) guaranteed the Bridge Loan.~~

On October 21, 2019, BellRing LLC entered into a Borrower Assignment and Assumption Agreement with Post and the administrative agent under the Bridge Loan Facility, under which (i) BellRing LLC became the borrower under the Bridge Loan and assumed all interest of $2.2 thereunder, and Post and its subsidiary guarantors (other than BellRing LLC and its domestic subsidiaries) were released from all material obligations under the Bridge Loan, (ii) the domestic subsidiaries of BellRing LLC continued to guarantee the Bridge Loan, and (iii) BellRing LLC’s obligations under the Bridge Loan became secured by a first priority security interest in substantially all of the assets (other than real estate) of BellRing LLC and in substantially all of the assets of its subsidiary guarantors. BellRing LLC did not receive any of the proceeds of the Bridge Loan. On October 21, 2019, the Bridge Loan was repaid in full. See below for additional information.

~~Credit Agreement~~

~~On October 21, 2019, BellRing LLC entered into a Credit Agreement (the~~ “Credit Agreement”) ~~by and among BellRing LLC, the institutions from time to time party thereto as lenders (the “Lenders”)~~, Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Agent”).

~~The Credit Agreement~~which provides for ~~a term B loan facility in an aggregate principal amount of $700.0 (the “Term B Facility”) and~~ a revolving credit facility in an aggregate principal amount of ~~$200.0~~$250.0 (the “Revolving Credit Facility”), with ~~the~~ commitments ~~under the Revolving Credit Facility to be~~ made available to ~~BellRing LLC~~the Company in U.S. Dollars, Euros and United Kingdom (“U.K.”) Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0.~~The~~ Any outstanding amounts under the ~~Revolving~~ Credit ~~Facility and Term B Facility~~Agreement must be repaid on or before ~~October 21, 2024.~~March 10, 2027.

On October 21, 2019, BellRing LLC borrowed the full amount under the Term B Facility and $100.0 under the Revolving Credit Facility. The Term B Facility was issued at 98.0% of par and BellRing LLC received $776.4 from the Term B Facility and Revolving Credit Facility after accounting for the original issue discount of $14.0 and paying investment banking and other fees of $9.6, which were deferred and will be amortized to interest expense over the terms of the loans. BellRing LLC used the proceeds, together with the net proceeds of the IPO that were contributed to it by BellRing Inc., (i) to repay in full the $1,225.0 of borrowings under the Bridge Loan and all interest thereunder and related costs and expenses, (ii) to pay directly, or reimburse Post for, as applicable, all fees and expenses incurred by BellRing LLC or Post in connection with the IPO and the formation transactions, (iii) to reimburse Post for the amount of cash on BellRing LLC’s balance sheet immediately prior to the completion of the IPO and (iv) for general corporate and working capital purposes, as well as to repay $20.0 of outstanding borrowings under the Revolving Credit Facility.

~~During the three months ended December 31, 2019, BellRing LLC borrowed $120.0 and repaid $40.0 on the Revolving Credit Facility. The available borrowing capacity~~Borrowings under the Revolving Credit Facility ~~was $120.0 at December 31, 2019, and there were 0 outstanding letters of credit at December 31, 2019.~~

~~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 (as such terms are defined~~to: (i) in the ~~Credit Agreement) determined by reference to~~case of loans denominated in U.S. Dollars, at the ~~greatest of (i)~~Company’s option, the ~~Prime Rate (as defined in the Credit Agreement), (ii) the Federal Funds Effective Rate~~base rate (as defined in the Credit Agreement) plus ~~0.50% per annum and (iii)~~a margin which ranges from 2.00% to 2.75% depending on the ~~one-month Eurodollar Rate plus 1.00% per annum, in each case plus an applicable margin of~~

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5.00% for Eurodollar Rate-based loans and 4.00% for Base Rate-based loans. The Term B Facility requires quarterly scheduled amortization payments of $8.75 beginning on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. 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) beginning with the fiscal year ending September 30, 2020, of 75% of Consolidated Excess Cash Flow (as defined in the Credit Agreement) (which percentage will be reduced to 50% if theCompany’s 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). The Term B Facility may be optionally prepaid at 101% of the principal amount prepaid at any time during the first 12 months following the closing of the Term B Facility, and without premium or penalty thereafter.

~~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)~~adjusted term SOFR rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which ~~initially will be 4.25% for Eurodollar Rate-based loans and 3.25% for Base Rate-based loans, and thereafter, will be determined by reference~~ranges from 3.00% to 3.75% depending on the Company’s secured net leverage ~~ratio, with~~ratio; (ii) in the case of loans denominated in Euros, the adjusted Eurodollar rate (as defined in the Credit Agreement) for the applicable interest period plus a margin ~~for Eurodollar Rate-based loans and Base Rate-based loans being (i) 4.25% and 3.25%, respectively, if~~which ranges from 3.00% to 3.75% depending on the Company’s secured net leverage ~~ratio is greater than or equal~~ratio; and (iii) in the case of loans denominated in U.K. Pounds Sterling, the adjusted daily simple RFR (as defined in the Credit Agreement) plus a margin which ranges from 3.00% to ~~3.50:1.00, (ii) 4.00% and 3.00%, respectively, if~~3.75% depending on the Company’s 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.~~ratio. Facility fees on the daily unused amount of commitments under the

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Revolving Credit Facility ~~will initially accrue at the rate of 0.50% per annum and thereafter, depending on BellRing LLC’s secured net leverage ratio,~~ will accrue at rates ranging from 0.25% to ~~0.50%~~0.375% per ~~annum.~~annum, depending on the Company’s secured net leverage ratio.

During thethree months ended December 31, 2023 and 2022, the Company borrowedzero and $55.0 under the Revolving Credit Facility, respectively, and repaid $25.0 and $40.0 under the Revolving Credit Facility, respectively. The interest rate on the utilized portion of the Revolving Credit Facility was 8.42% as of September 30, 2023, and there were no amounts outstanding under the Revolving Credit Facility as of December 31, 2023. The available borrowing capacity under the Revolving Credit Facility was$250.0 and $225.0 as of December 31, 2023 and September 30, 2023, respectively, and there were no outstanding letters of credit as of December 31, 2023 or September 30, 2023.

Under the terms of the Credit Agreement, ~~BellRing LLC~~the Company 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~~ 6.00:1.00, measured as of the last day of each fiscal ~~quarter, beginning with the quarter ending March 31, 2020.~~quarter. The total net leverage ratio of ~~BellRing LLC would~~the Company did not ~~have exceeded~~exceed this threshold ~~if it would have been required to comply with the financial covenant~~ as of December 31, ~~2019.~~2023.

The 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, ~~if, among other~~in all cases subject to conditions ~~certain financial ratios are met,~~and limitations as ~~defined and~~ specified in the Credit Agreement.

~~The~~Furthermore, 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.default. 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~~administrative agent and ~~Lenders~~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 securing, and guarantees of, ~~BellRing LLC’s~~the Company’s obligations under the Credit Agreement.

~~BellRing LLC’s~~The Company’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 ~~certain excluded~~subsidiaries the Company designates as unrestricted subsidiaries) and are secured by security interests in substantially all of ~~BellRing LLC’s~~the Company’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property.

NOTE 1612 — 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®~~Juice line of glucosamine and chondroitin dietary ~~supplements~~supplement beverages, which it discontinued in the first quarter of fiscal 2023, 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.~~Pennsylvania (the “Related Federal Actions”). These ~~additional~~ complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. The action on behalf of New Jersey consumers was voluntarily dismissed. Trial in the action on behalf of New York consumers was held beginning in May 2022, and the jury delivered its verdict in favor of plaintiff in June 2022. In August 2022, the Court entered a judgment in that case in favor of plaintiff in the amount of $12.9, which includes statutory damages and prejudgment interest. In October 2022, each plaintiff and Premier Nutrition filed Notices of Appeal to the Ninth Circuit, which appeals are pending. The other eight Related Federal Actions remain pending, and the court has certified individual state classes in each of those cases (except New Mexico).

In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was ~~appealed and is pending before~~upheld on appeal by the U.S. Court of Appeals for the Ninth ~~Circuit. The other ten complaints remain pending~~Circuit in 2020, and plaintiff’s petition for an en banc rehearing by the ~~U.S. District~~Ninth Circuit was denied.

In September 2020, the same lead counsel re-filed the California Federal Class Lawsuit against Premier Nutrition in California Superior Court for the ~~Northern District~~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. In March 2023, the Alameda Superior Court granted in part and denied in part Premier Nutrition’s motion for judgment based on res judicata and in May 2023, the ~~court has certified individual state classes~~Court reaffirmed its ruling. In July 2023, Premier Nutrition filed a petition for writ of mandamus in ~~each of those cases.~~

the California

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Court of Appeal, which writ is pending. In November 2023, the Court certified the case as a class action. Trial is anticipated in calendar year 2024.

In January 2019, the same lead counsel filed ~~another~~an additional class action complaint against Premier Nutrition in ~~Alameda County~~ 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.~~consumers, beginning after the California Federal Class Lawsuit class period. In July 2020, the court issued an order certifying a statewide class. Premier Nutrition moved for summary judgment on July 7, 2023, which motion remains pending. Trial is anticipated in calendar year 2024.

The Company continues to vigorously defend these ~~cases.~~cases and intends to appeal any adverse judgements and awards of damages. The Company does not believe that the ultimate resolution of these cases will have a material adverse effect on its consolidated 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, ~~2019~~2023 or ~~2018.~~2022. At both December 31, ~~2019~~2023 and September 30, ~~2019,~~2023, the Company had ~~accrued $8.5 related~~an estimated liability of $21.0 related to ~~this matter~~these matters that was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets.

Protein Products Class Litigation

In June 2023, a complaint was filed on behalf of a putative, nationwide class of consumers against the Company and Premier Nutrition in the U.S. District Court for the Northern District of California. The complaint alleges that Premier Nutrition engages in fraud and false advertising (via alleged affirmative representations and omissions) regarding its RTD protein shakes and protein powders by marketing the products as good sources of nutrition and protein when the products contain (or have a material risk of containing) high levels of undisclosed lead (this lawsuit is hereinafter referred to as the “Protein Products Class Lawsuit”). Plaintiffs seek monetary remedies for economic injury (products are allegedly worth less than what was paid for them), as well as injunctive relief. The Protein Products Class Lawsuit alleges that high levels of lead pose serious safety risks, but does not allege that any plaintiff or putative class member suffered personal injuries and does not seek any remedies for personal injuries.

The Company and Premier Nutrition filed a motion to dismiss this case in August 2023, which motion is pending. The Company intends to vigorously defend the case, including appealing any adverse judgement or award. The Company does not believe that the ultimate resolution of the Protein Products Class Lawsuit will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Other than legal fees, no expense related to the Protein Products Class Lawsuit was incurred during the three months ended December 31, 2023 or 2022.

California Proposition 65 Notice re Lead in Protein Products

On June 7, 2023, the Fitzgerald Joseph LLP law firm (the same firm that filed the Protein Products Class Lawsuit) issued a 60-Day Notice of Intent to Sue under California’s Safe Water and Toxic Enforcement Act (Proposition 65) for alleged violation of Proposition 65 with respect to lead levels in Premier Nutrition’s RTD protein shakes and protein powders (this matter is hereinafter referred to as the “Protein Products Prop 65 Notice”).

Premier Nutrition intends to vigorously defend against the Protein Products Prop 65 Notice. The Company does not believe that the ultimate resolution of the Protein Products Prop 65 Notice will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Other than legal fees, no expense related to the Protein Products Prop 65 Notice was incurred during the three months ended December 31, 2023 or 2022.

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 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.

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NOTE 1713 — STOCKHOLDERS’ ~~EQUITY~~DEFICIT

~~On October 21, 2019, 50.0 million shares~~The following table summarizes the Company’s repurchases of preferred stock were authorized pursuant to BellRing Inc.’s Amended and Restated Certificate of Incorporation. There were 0 shares of the BellRing Inc.’s preferred stock issued or outstanding as of December 31, 2019.

Additionally, on October 21, 2019, 500.0 million shares of Class A Common Stock and 1 share of Class B Common Stock were authorized pursuant to BellRing Inc.’s Amended and Restated Certificate of Incorporation. The share of Class B Common Stock was issued to Post in exchange for 1,000 shares of BellRing Inc.’sits common stock ~~par value of $0.01~~.


	Three Months Ended December 31,
		2023		2022
Shares repurchased		0.2		1.8
Average price per share (a)		$	44.27	$	23.33
Total share repurchase cost		$	9.4	$	41.2

(a)Average price per share ~~initially issued to Post~~excludes accrued excise tax and broker’s commissions, which are included in ~~connection with BellRing Inc.’s incorporation. These common shares were outstanding as~~“Total share repurchase cost” within this table.

Table of September 30, 2019 and were cancelled on October 21, 2019 as part of the exchange. BellRing Inc. initially issued 39.4 million shares of Class A Common Stock on October 21, 2019 in connection with the IPO, which were also outstanding as of December 31, 2019. NaN share of Class B Common Stock was issued and outstanding as of December 31, 2019.Contents


~~ITEM 2.~~	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, ~~2019~~2023 and the “Cautionary Statement Onon Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” the “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 are a provider of ready-to-drink (“RTD”) protein shakes, other RTD beverages ~~powders, nutrition bars~~ and ~~nutritional supplements.~~powders. We have a single operating and reportable segment, with our principal products being protein-based consumer goods. Our primary brands are Premier Protein, ~~Dymatize~~ and ~~PowerBar~~.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”), which number of shares included the underwriters’ exercise in full of their option to purchase up to an additional 5.1 million shares of Class A Common Stock. The IPO was completed at an offering price of $14.00 per shareMarket Trends

During fiscal 2023, input cost inflation, including raw material, packaging and ~~BellRing Inc. received net proceeds from the IPO of approximately $524.4 million, after deducting underwriting discounts~~manufacturing costs, impacted our supply chain and commissions, all of which were contributed 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”).

put downward pressure on profit margins. As a result, ~~of the IPO and~~we took pricing actions on certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing Inc. became the holder of the active nutrition business of Post Holdings, Inc. (“Post”), which until the completion of the IPO, had been comprised of Premier Nutrition Company, LLC (the successor of Premier Nutrition Corporation), Dymatize

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~~Enterprises, LLC , Supreme Protein, LLC, the~~ ~~PowerBar~~ ~~brand and Active Nutrition International GmbH. As a holding company, BellRing Inc. has no material assets other than its ownership of BellRing LLC units and its indirect interests~~products in the ~~subsidiaries~~prior fiscal year. During the first quarter of ~~BellRing LLC~~fiscal 2024, inflationary pressures on protein costs eased while other costs, such as packaging and ~~has no independent means of generating revenue~~manufacturing, have continued to face inflationary pressures. We expect this trend to continue during fiscal 2024, and inflation could have a materially adverse impact on our business in the future if inflation rates were to significantly exceed our ability to achieve price increases or ~~cash flow.~~ cost savings or if such price increases impact demand for our products.

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.

As of December 31, 2019, BellRing Inc. owned 28.8% of the outstanding BellRing LLC units. The financial results of BellRing LLC and its subsidiaries were consolidated with BellRing Inc., and effective as of October 21, 2019, 71.2% of the consolidated net earnings were allocated to the redeemable noncontrolling interest (“NCI”) to reflect the entitlement of Post to a portion of the consolidated net earnings.

~~Lease Accounting~~

On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” At adoption, we recognized right-of-use assets and lease liabilities of $14.8 million and $16.0 million, respectively, on the condensed consolidated balance sheet at October 1, 2019. For additional information regarding the ASUs,discussion, refer to ~~Notes 2~~“Liquidity and 12Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within ~~“Notes to Condensed Consolidated Financial Statements.”~~this section.

RESULTS OF OPERATIONS

Three Months Ended December 31,
favorable/(unfavorable)
dollars in millions 2019 2018 $ Change % Change
Net Sales $ 244.0
$ 185.8
$ 58.2
31 %

Operating Profit $ 49.3
$ 32.9
$ 16.4
50 %
Interest expense, net 11.6
—
(11.6 ) (100 )%
Income tax expense 5.9
7.8
1.9
24 %
Less: Net earnings attributable to NCI 25.8
25.1
(0.7 ) (3 )%
Net Earnings Available to Class A Common Stockholders $ 6.0
$ —
$ 6.0
100 %


	Three Months Ended December 31,	Change in

dollars in millions			2023		2022		Dollars		Percentage
Net Sales			$	430.4	$	362.7	$	67.7	19	%

Operating Profit			$	73.0	$	75.2	$	(2.2)	(3)	%
Interest expense, net			14.9		16.7		(1.8)		(11)	%



Income tax expense			14.2		14.3		(0.1)		(1)	%

Net Earnings			$	43.9	$	44.2	$	(0.3)	(1)	%

Net Sales

Net ~~sales~~sales increased ~~$58.2~~$67.7 million, or ~~31%~~19%, ~~during~~during the three months ended December 31, ~~2019,~~2023 compared to the ~~corresponding~~ prior year period.Sales of Premier Protein products ~~were~~were up ~~$63.2~~$58.2 million, or ~~45%~~19%, ~~with volume up 38%. Volume increases were driven by~~on 20% higher ~~RTD protein shake product volumes which~~volumes.Volumes increased primarily ~~related~~due to distribution gains and ~~lapping short-term capacity constraints~~incremental promotional activity. Sales of Dymatize products were up $9.6 million, or 21%, on 32% higher volumes. Volumes increased primarily due to the timing of quarterly shipments in the ~~first quarter of 2019.~~prior year period and distribution gains, which were partially offset by lower average net selling prices. Average net ~~selling prices increased~~selling prices decreased in the three months ended December 31, ~~2019 resulting from targeted price increases that occurred in the second quarter of fiscal 2019.~~2023 due to increased promotional spending and unfavorable mix. Sales of ~~Dymatize~~ ~~products were down $3.0 million, or 10%, with volume down 4%, primarily due to higher club volumes in the prior year associated with promotional activity that did not recur. Sales of~~ ~~PowerBar~~ ~~products were down $1.2 million, or 12%, with volume down 28%, driven by strategic sales reductions of low performing products within our North American portfolio. Sales of~~ all other products were down ~~$0.8~~$0.1 million.

Operating Profit

Operating ~~profit increased $16.4~~profit decreased $2.2 million, or ~~50%~~3%, ~~during~~during the three months ended December 31, ~~2019, when~~2023 compared to the prior year period. This ~~increase was primarily~~ decrease was drivenby higher accelerated amortization of $17.4 million related to the discontinuance of the PowerBar business in North America, higher employee related expenses of $5.3 million and higher professional fees of $2.6 million. These negative impacts were partially offset by higher net sales, as previously discussed, and lower net product costs of $7.4 million (driven by lower raw material and freight costs and partially offset by higher ~~net product costs of $1.7 million, as unfavorable raw materials and~~ manufacturing costs were partially offset by lower freight costs. These positive impacts were partially offset by higher employee-related expenses, higher warehousing costs of $1.9 million, increased marketing spending of $1.8 million and incremental public company costs of $2.1 million (including higher stock-based compensation expense of $0.9 million)costs).

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Interest Expense, Net

Interest expense, net ~~was $11.6~~ decreased $1.8 million during the three months ended December 31, ~~2019,~~2023 compared to ~~zero in~~ the prior year ~~period. The increase was~~period primarily due to lower borrowings outstanding under our revolving credit facility. As a result, the ~~issuance~~weighted-average

Table of ~~debt in the first quarter of fiscal 2020. We had no debt outstanding in fiscal 2019. See Note 15 for additional information~~Contents

interest rate on our ~~debt.~~total outstanding debt decreased to 7.0% for the three months ended December 31, 2023from7.1% for the three months ended December 31, 2022.

Income ~~Taxes~~Tax Expense

Our effective income tax rate was ~~15.6% and 23.7%~~24.4% for both the three months ended December 31, ~~2019~~2023 and 2018, respectively. The decrease in the effective income tax rate compared to the prior year period was primarily due to us taking into account for U.S. federal income tax purposes our 28.8% distributive share of the items of income, gain, loss and deduction of BellRing LLC in the period subsequent to the IPO as a result of the formation transactions. Prior to the IPO and formation transactions, we reported 100% of the income, gain, loss and deduction of BellRing LLC. In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” we record income tax expense (benefit) 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.2022.

LIQUIDITY AND CAPITAL RESOURCES

~~On October 21, 2019, BellRing Inc. closed its IPO of 39.4~~During the three months ended December 31, 2023, we repaid $25.0 million ~~shares of Class A Common Stock,~~ under our revolving credit facility, which number of shares included the underwriters’ exercise in full of their option to purchase up to an additional 5.1 million shares of Class A Common Stock, at an offering price of $14.00 per share. BellRing Inc. received net proceeds from the IPO of $524.4 million, after deducting underwriting discounts and commissions.

~~On October 11, 2019, in connection with the IPO and the formation transactions, Post~~is provided under our credit agreement entered into ~~a $1,225.0 million Bridge Facility Agreement (the “Bridge Loan Facility”) and borrowed $1,225.0 million under~~on March 10, 2022 (as amended, the Bridge Loan Facility (the “Bridge Loan”). Certain of Post’s domestic subsidiaries (other than BellRing Inc. but including BellRing LLC and its domestic subsidiaries) guaranteed the Bridge Loan. On October 21, 2019, BellRing LLC entered into a Borrower Assignment and Assumption Agreement with Post and the administrative agent under the Bridge Loan Facility, under which (i) BellRing LLC became the borrower under the Bridge Loan and assumed all interest of $2.2 million thereunder, and Post and its subsidiary guarantors (other than BellRing LLC or its domestic subsidiaries) were released from all material obligations under the Bridge Loan, (ii) the domestic subsidiaries of BellRing LLC continued to guarantee the Bridge Loan, and (iii) BellRing LLC’s obligations under the Bridge Loan became secured by a first priority security interest in substantially all of BellRing LLC’s assets and substantially all of the assets of its subsidiary guarantors (other than real estate). BellRing LLC did not receive any of the proceeds of the Bridge Loan.

~~On October 21, 2019, BellRing LLC entered into a Credit Agreement (the~~ “Credit Agreement”) by and among BellRing LLC, the institutions from time to time party thereto as lenders (the “Lenders”), Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Agent”).

~~The Credit Agreement provides for a term B loan facility~~ in an aggregate principal amount of ~~$700.0 million (the “Term B Facility”), and a revolving credit facility in an aggregate principal amount of $200.0~~$250.0 million (the “Revolving Credit Facility”). ~~During the three months ended~~As of December 31, ~~2019, BellRing LLC borrowed the full amount under the Term B Facility and $120.0 million~~2023, there were no outstanding borrowings or letters of credit under the Revolving Credit Facility, and used the proceeds, together with the net proceeds of the IPO that were contributed to it by BellRing Inc., (i) to repay in full the $1,225.0 million of borrowings under the Bridge Loan and all interest thereunder and related costs and expenses, (ii) to pay directly, or reimburse Post for, as applicable, all fees and expenses incurred by BellRing LLC or Post in connection with the IPO and the formation transactions, (iii) to reimburse Post for the amount of cash on BellRing LLC’s balance sheet immediately prior to the completion of the IPO and (iv) for general corporate and working capital purposes, as well as to repay $40.0 million of borrowings under the Revolving Credit Facility.

~~BellRing LLC has $120.0 million of~~providing us available borrowing capacity ~~under the secured Revolving Credit Facility as~~ of ~~December 31, 2019, and letters~~$250.0 million. Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to $20.0 million. ~~The~~Our Credit Agreement provides for potential incremental revolving and term facilities at ~~BellRing LLC’s~~the Company’s request and at the discretion of the ~~Lenders~~lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits ~~BellRing LLC~~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.

~~For additional information on~~During the ~~IPO, the formation transactions~~three months ended December 31, 2023, we repurchased 0.2 million shares of our common stock at an average share price of $44.27 per share and ~~the Credit Agreement, see Notes 1~~at a total cost, including accrued excise tax and ~~15 within “Notes to Condensed Consolidated Financial Statements.”~~

~~Table~~broker’s commissions, of ~~Contents~~$9.4 million.

We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations and possible future credit facilities will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

Short-term financing needs primarily consist of working capital requirements and interest payments on our 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”). Long-term financing needs include the repayment of our 7.00% Senior Notes. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions. Our asset-light business model requires modest capital expenditures,with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales. No significant capital expenditures are planned for ~~the remainder~~fiscal 2024. Additionally, we may seek to repurchase shares of ~~fiscal 2020. Our ability to generate positive cash flows from operations is dependent~~our common stock. Such repurchases, if any, will depend on ~~general economic~~prevailing market conditions, ~~competitive pressures~~our liquidity requirements, contractual restrictions and other ~~business risk~~ factors. ~~If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of BellRing LLC’s credit facilities, we~~The amounts involved may be ~~required to seek additional financing alternatives.~~material.

The following table ~~shows~~presents select cash flow data, which is discussed below.


	Three Months Ended December 31,
	Three Months Ended December 31,									Three Months Ended December 31,
dollars in millions	2019			2018			dollars in millions	2023	2022
Cash (used in) provided by:
Cash provided by (used in):
Operating activities
Operating activities
Operating activities	$	(24.9	)	$	5.9
Investing activities	(0.7		)	(1.0		)
Financing activities	49.9			(6.4		)
Effect of exchange rate changes on cash and cash equivalents	0.1			(0.2		)
Net increase (decrease) in cash and cash equivalents	$	24.4		$	(1.7	)
Net increase in cash and cash equivalents

Operating Activities

Cash ~~used in~~ provided byoperating activities for the three months ended December 31, ~~2019 decreased $30.8~~2023 increased $37.9 million compared to the prior year period. ~~The decrease~~This increase was ~~driven by unfavorable working capital changes of $35.1 million~~ primarily due to ~~fluctuations~~moderated inventory levels in the ~~timing of sales and collections of trade receivables as well as a 31% increase~~current year period (compared to increased inventory levels in ~~net sales compared to~~ the prior year ~~period, which resulted in a signification increase in trade receivables at December 31, 2019. In addition, we had higher~~period). Additionally, interest payments ~~of $10.3~~decreased $1.4 million due to ~~the increase in the principal balance of~~lower borrowings outstanding under our ~~outstanding debt.~~ Revolving Credit Facility.These ~~negative~~positive impacts were partially offset by ~~higher operating profit compared to the prior year period.~~increasedtax payments (net of refunds) of $0.8 million.

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Investing Activities

Cash used in investing activities for the three months ended December 31, ~~2019~~2023 decreased ~~$0.3~~$0.1 million compared to the prior year period resulting from a decrease in capital expenditures.

Financing Activities

Three months ended December 31, 2023

Cash ~~provided by~~used in financing activities for the three months ended December 31, ~~2019~~2023 was ~~$49.9~~$37.8 million. We paid $9.4 million, ~~compared to cash~~including broker’s commissions, for the repurchase of shares of our common stock and repaid $25.0 million under the Revolving Credit Facility.

Three months ended December 31, 2022

Cash used in financing activities ~~of $6.4 million in the prior year period. In~~for the three months ended December 31, ~~2019, BellRing LLC received proceeds~~2022 was $28.4 million. We paid $41.2 million, including broker’s commissions, for the repurchase of ~~$686.0~~shares of our common stock and borrowed and repaid $55.0 million ~~net of discount, related to the issuance of the Term B Facility~~ and ~~drew an aggregate of $120.0~~$40.0 million, onrespectively, under the Revolving Credit Facility. In addition, BellRing Inc. received $524.4 million from the issuance of its Class A Common Stock in conjunction with the IPO and had net cash transfers of $5.9 million from Post to fund our operations prior to the IPO. BellRing LLC repaid the $1,225.0 million outstanding principal balance of the Bridge Loan assumed from Post and repaid $40.0 million of outstanding borrowings on the Revolving Credit Facility. In connection with the issuance of BellRing LLC’s long-term debt, BellRing LLC paid $9.6 million in debt issuance costs and deferred financing fees. In the three months ended December 31, 2018, financing activities primarily related to cash transfers to and from Post, including cash deposits to Post and cash borrowings received from Post used to fund operations or capital expenditures and allocations of Post’s corporate expenses.

Debt Covenants

The Credit Agreement contains affirmative and negative covenants applicable to us and our restricted subsidiaries customary for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property, existence, insurance and books and records; providing inspection rights; obligation to provide collateral and guarantees by certain new subsidiaries; delivery of environmental reports; participation in an annual meeting with the agent and the lenders; further assurances; and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, changes in the nature of business, transactions with affiliates and dividends and redemptions or repurchases of stock. Under the terms of ~~BellRing LLC’s~~the Credit Agreement, ~~BellRing LLC is~~we are also required to comply with a financial covenant requiring ~~BellRing LLC~~us to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed ~~6.00 to~~ 6.00:1.00, measured as of the last day of each fiscal ~~quarter, beginning~~quarter. We were in compliance with the ~~quarter ending March~~financial covenant as of December 31, ~~2020. We~~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, ~~if, among other~~in all cases subject to conditions ~~certain financial ratios are met,~~and limitations as ~~defined and~~ specified in the Credit Agreement.

In addition, the indenture governing the 7.00% Senior Notes contains negative covenants customary for this type of agreement that limit our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on, or redeem or repurchase, stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter into transactions with affiliates; and sell assets or merge with other companies. Certain of these covenants are subject to suspension when and if the 7.00% Senior Notes receive investment grade ratings.

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CRITICAL ACCOUNTING ~~POLICIES AND~~ ESTIMATES

On October 1, 2019, we adopted ASU 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” For additional information, refer to Notes 2 and 12 within “Notes to Condensed Consolidated Financial Statements.”

Our critical accounting ~~policies and~~ estimates are more fully described in our Annual Report on Form 10-K for the year ended September 30, ~~2019,~~2023, as filed with the Securities and Exchange Commission ~~(“SEC”~~(the “SEC”) on November ~~22, 2019. Except as noted above, there~~21, 2023. There have been no significant changes to our critical accounting ~~policies and~~ estimates since September 30, ~~2019.~~2023.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.

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 ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ are made throughout this ~~report. These~~report, including statements regarding unanticipated developments that negatively impact our 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,”~~“may” or “would” or the negative of these terms or similar expressions elsewhere in this report. Our financial condition, results of operations ~~financial condition~~ and cash flows may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and

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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 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~~third-party contract manufacturers ~~and suppliers~~ for the manufacturing of most of our products, including one manufacturer for the ~~substantial~~ majority of our RTD protein shakes;

•the ability of our ~~operation in a category with strong competition;~~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~~third-party suppliers to provide certain ingredients and packaging;

~~higher freight costs,~~ •significant volatility in the ~~costs~~cost or availability of ~~certain commodities~~inputs to our business (including freight, raw materials, ~~and~~ packaging, ~~used to manufacture our products) or higher~~ energy, ~~costs;~~

~~disruptions in our supply chain, changes in weather conditions~~labor and other ~~events beyond our control;~~supplies);

~~consolidation in our distribution channels;~~

•our ability to anticipate and respond to changes in consumer and customer preferences and ~~trends~~behaviors and to introduce new products;

•consolidation in our ~~ability to maintain favorable perceptions of our brands;~~distribution channels;

•our ability to expand existing market penetration and enter into new markets;

~~allegations that our products cause injury~~•the loss of, a significant reduction of purchases by or ~~illness, product recalls and withdrawals and product liability claims and other litigation;~~the bankruptcy of a major customer;

•legal and regulatory factors, such as compliance with existing laws and regulations, ~~and changes to and~~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 ~~advertising;~~environmental matters;

•fluctuations in our ~~high leverage,~~ 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 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 ~~ability to manage our growth~~market data and ~~to identify, complete~~attributes and ~~integrate any acquisitions or other strategic transactions;~~related information;

~~fluctuations in our business due to~~ •changes in critical accounting estimates;

•uncertain or unfavorable economic conditions that limit customer and consumer demand for our ~~promotional activities and seasonality;~~products or increase our costs;

~~risks associated with our international business;~~

•risks related to our ongoing relationship with Post ~~including Post’s control over us and ability to control~~following the ~~direction of our business, conflicts of interest or disputes that may arise between Post and us and~~Spin-off, including our obligations under various agreements with ~~Post, including under the tax receivable agreement;~~Post;

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~~the loss of, a significant reduction of purchases by~~conflicting interests or the ~~bankruptcy~~appearance of ~~a major customer;~~conflicting interests resulting from certain of our directors also serving as officers or directors of Post;

•risks related to the previously completed Spin-off, including our inability to take certain actions because such actions could jeopardize the tax-free status of the Spin-off and our possible responsibility for U.S. federal tax liabilities related to the Spin-off;

•the ultimate impact litigation or other regulatory matters may have on us;

~~the accuracy of~~•risks associated with our ~~market data and attributes and related information;~~international business;

~~our ability to attract and retain key employees;~~

~~economic downturns that limit customer and consumer demand for our products;~~

~~disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;~~

•our ability to protect our intellectual property and other ~~assets;~~assets and to continue to use third-party intellectual property subject to intellectual property licenses;

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•costs, business disruptions and reputational damage associated with ~~information~~ technology failures, cybersecurity incidents ~~and/or information security breaches;~~and corruption of our data privacy protections;

risks associated with our public company status, including our ability to operate as a separate public company following our initial public offering and the additional expenses we will incur to create the corporate infrastructure to operate as a public company;

~~changes in estimates in critical accounting judgments;~~

•impairment in the carrying value of goodwill or other ~~intangibles;~~intangible assets;

•our ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions and effectively manage our growth;

•our ability to hire and retain talented personnel, employee absenteeism, labor strikes, work stoppages or unionization efforts;

•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; and

~~our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and~~

•other risks and uncertainties ~~discussed elsewhere~~included under “Risk Factors” in this ~~report.~~report and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on November 21, 2023.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK.~~RISK

Commodity Price Risk

In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw ~~materials and fuels.~~materials. The Company manages the impact of cost increases, wherever possible, on commercially reasonable terms, by locking in prices on the quantities through purchase commitments required to meet production requirements. In addition, the Company may attempt to offset the effect of increased costs by raising prices to customers. However, for competitive reasons, the Company may not be able to pass along the full effect of increases in raw materials and other input costs as they are incurred.

Foreign Currency Risk

Related to Active Nutrition International GmbH, whose functional currency is the ~~euro,~~Euro, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in exchange rates.

Interest Rate Risk

~~Long-term debt~~

As of both December 31, ~~2019, BellRing LLC~~2023 and September 30, 2023, the Company had outstanding principal value indebtedness of $840.0 million related to its 7.00% Senior Notes. Additionally, the Company had an aggregate principal amount of ~~$700.0 million outstanding on its Term B Facility and an aggregate principal amount of $80.0~~$25.0 million outstanding under its Revolving Credit ~~Facility.~~Facility as of September 30, 2023. The Company had no amounts outstanding under its Revolving Credit Facility as of December 31, 2023. Borrowings under ~~the Term B Facility and~~ the Revolving Credit Facility bear interest at variable rates. ~~Including~~

As of December 31, 2023 and September 30, 2023, the fair value of the Company’s debt, excluding any borrowings under its Revolving Credit Facility, was$873.2 million and $830.0 million, respectively. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in interest rates on variable rate ~~swaps, a~~debt will impact interest expense and cash flows. A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $15 million and $19 million as of December 31, 2023 and September 30, 2023, respectively. A hypothetical 10% increase in interest rates would have had an immaterial impact on both interest expense and interest paid during the three months ended December 31, ~~2019. BellRing LLC had no outstanding debt as of September 30, 2019.~~2023 and 2022. For additional information regarding the ~~BellRing LLC’s~~Company’s debt, see Note 1511 within “Notes to Condensed Consolidated Financial Statements.”

~~Interest rate swaps~~

As of December 31, 2019, the Company had interest rate swaps with a notional value of $350.0 million. A hypothetical 10% adverse change in interest rates would have decreased the fair value of the interest rate swaps by approximately $2 million as of

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December 31, 2019. The Company held no interest rate swaps as of September 30, 2019. For additional information regarding the Company’s interest rate swap contracts, see Note 13 within “Notes to Condensed Consolidated Financial Statements.”

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management, with the ~~Executive Chairman,~~ Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the ~~Executive Chairman,~~ CEO and CFO concluded that, as

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of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance of achieving the desired control objectives.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the quarter ended December 31, ~~2019,~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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~~PART II.~~	~~OTHER INFORMATION.~~

PART II. OTHER INFORMATION.


~~ITEM 1.~~	ITEM 1. LEGAL PROCEEDINGS.

~~Joint Juice Litigation~~

~~In March 2013,~~The information required under this Item 1 is set forth in Note 12 within “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this report, which is incorporated herein by reference. For disclosure of environmental proceedings with a ~~complaint was filed on behalf~~governmental entity as a party pursuant to Item 103(c)(3)(iii) of ~~a putative, nationwide class~~Regulation S-K, the Company has elected to disclose matters where the Company reasonably believes such proceeding would result in monetary sanctions, exclusive of ~~consumers against Premier Nutrition Company, LLC (as successor~~interest and costs, of $1.0 million or more. Applying this threshold, there are no such environmental proceedings to ~~Premier Nutrition Corporation, “Premier Nutrition”) in the U.S. District Court~~disclose 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”).three months ended December 31, 2023.

In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was appealed and is pending before the U.S. Court of Appeals for the Ninth Circuit. The other ten 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 another class action complaint against Premier Nutrition in Alameda County California Superior Court, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers.

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~~

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 combined 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 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 combined financial condition, results of operations or cash flows of the Company.


~~ITEM 1A.~~	~~RISK FACTORS.~~

ITEM 1A. RISK FACTORS.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the ~~United States Securities and Exchange~~

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~~Commission~~SEC on November ~~22, 2019,~~21, 2023, as of and for the year ended September 30, ~~2019.~~2023 (the “Annual Report”). As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. These risks could materially and adversely affect our business, financial condition, results of operations and cash flows. ~~The enumerated risks are not the only risks we face.~~ Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.


~~ITEM 2.~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~On October 21, 2019, in connection~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with ~~the completion~~respect to repurchases of ~~BellRing Inc.’s initial public offering, the filing~~shares of BellRing Inc.’s amended and restated certificate of incorporation and BellRing Inc.’s entry into the BellRing Brands, LLC Limited Liability Company Agreement with BellRing Brands, LLC and Post Holdings, Inc. (“Post”), (a) BellRing Inc.’s issued one share of its Class Bour common stock ~~$0.01 par value per share~~during the three months ended December 31, 2023 and our common stock repurchase authorization.


Period	Total Number of Shares Purchased	Average Price Paid per Share (a)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b)
October 1, 2023 - October 31, 2023	161,079	$41.85	161,079	$16,378,427
November 1, 2023 - November 30, 2023	28,462	$50.49	28,462	$14,941,256
December 1, 2023 - December 31, 2023	22,307	$53.79	22,307	$13,741,342
Total	211,848	$44.27	211,848	$13,741,342

(a)Does not include broker’s commissions or accrued excise tax.

(b)On May 3, 2023, the Company’s Board of Directors approved an $80,000,000 repurchase authorization (the ~~“Class B Common Stock”~~“Authorization”) with respect to ~~Post, in exchange for the 1,000~~ shares of ~~BellRing Inc.~~our common stock initially issued to Post in connection with BellRing Inc.’s incorporation, which shares were cancelled as part of the exchange, and (b) BellRing Brands, LLC issued 39.4 million BellRing Brands, LLC units to BellRing Inc. and 97.5 million BellRing Brands, LLC units to Post.

~~Under the BellRing Brands, LLC Limited Liability Company Agreement, Post~~effective May 3, 2023. The Authorization expires on May 3, 2025. Repurchases may be made from time to time ~~redeem BellRing Brands, LLC units for, at BellRing Brands, LLC’s option (as determined by its board~~in the open market, private purchases, through forward, derivative, alternative, accelerated repurchase or automatic purchase transactions, or otherwise.

ITEM 5. OTHER INFORMATION.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2023, no director or “officer,” as defined in Rule 16a-1(f) under the Securities Exchange Act of ~~managers), (i) shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”) or (ii) cash (based on the market price~~1934, as amended, of the ~~shares~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of the Class A Common Stock). The redemption of BellRing Brands, 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 Brands, LLC unit, subject to customary redemption rate adjustments for stock splits, stock dividends and reclassifications.Regulation S-K.

~~The issuance of the Class B Common Stock and the issuance of the BellRing Brands, LLC units were made in reliance on Section 4(a)(2) of the Securities Act.~~

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~~ITEM 6.~~	~~EXHIBITS.~~

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.


Exhibit No.		Description
*2.1		Transaction Agreement and Plan of Merger, dated as of October 26, 2021, by and among Post Holdings, Inc., BellRing Brands, Inc., BellRing Distribution, LLC and BellRing Merger Sub Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 27, 2021)
2.2		Amendment No. 1 to Transaction Agreement and Plan of Merger, dated as of February 28, 2022, by and among Post Holdings, Inc., BellRing Brands, Inc., BellRing Distribution, LLC and BellRing Merger Sub Corporation (Incorporated by reference to Exhibit No	~~Description~~2.1 to the Company’s Form 8-K filed on February 28, 2022)
3.1		~~Amended and Restated~~BellRing Brands, Inc. Certificate of Incorporation ~~of BellRing Brands, Inc.~~ (Incorporated by reference to Exhibit 3.1 to the Company’s Second Form 8-K filed on ~~October 21, 2019)~~March 10, 2022)
3.2		~~Amended and Restated Bylaws of~~ BellRing Brands, Inc. Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Second Form 8-K filed on ~~October 21, 2019)~~March 10, 2022)
*4.1		~~Form of Class A Common Stock Certificate of~~Indenture, dated March 10, 2022, by and among BellRing Brands, Inc. and Computershare Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Second Form ~~S-1~~8-K filed on ~~September 20, 2019)~~March 10, 2022)
~~10.1~~4.2		~~Master Transaction Agreement, dated October 7, 2019, by and among Post Holdings, Inc., BellRing Brands, Inc. and BellRing Brands, LLC~~Form of Note (Incorporated by reference to Exhibit ~~10.1~~4.2 to the Company’s ~~Form S-1/A filed on October 11, 2019)~~
~~10.2~~	~~Employee Matters Agreement, dated October 21, 2019, by and among BellRing Brands, Inc., BellRing Brands, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s~~Second Form 8-K filed on ~~October 21, 2019)~~
~~10.3~~	~~Investor Rights Agreement, dated October 21, 2019, between BellRing Brands, Inc. and Post Holdings, Inc. (Incorporated by reference~~March 10, 2022, which Exhibit 4.2 is referenced in Exhibit 4.1 to ~~Exhibit 10.3 to the Company’s Form 8-K filed on October 21, 2019)~~such filing)
~~10.4~~	Amended and Restated Limited Liability Company Agreement of BellRing Brands, LLC, dated October 21, 2019, by and among BellRing Brands, LLC, BellRing Brands, Inc. and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 21, 2019)
~~10.5~~	Tax Matters Agreement, dated October 21, 2019, by and among BellRing Brands, Inc., BellRing Brands, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on October 21, 2019)
~~10.6~~	Tax Receivable Agreement, dated October 21, 2019, by and among BellRing Brands, Inc., BellRing Brands, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on October 21, 2019)
~~10.7~~	Master Services Agreement, dated October 21, 2019, by and among BellRing Brands, Inc., BellRing Brands, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on October 21, 2019)
†~~10.8~~	~~Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on October 21, 2019)~~
~~†10.9~~	~~BellRing Brands, Inc. 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Company’s Form S-1/A filed on October 7, 2019)~~
~~10.10~~	Credit Agreement, dated as of October 21, 2019, by and among BellRing Brands, LLC, the institutions from time to time party thereto as lenders, Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc.,UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on October 21, 2019)
~~10.11~~	Bridge Facility Agreement, dated as of October 11, 2019, by and among Post Holdings, Inc., Morgan Stanley Senior Funding, Inc., as Administrative Agent and other lenders from time to time party thereto (Incorporated by reference to Exhibit 10.10 to the Company’s Form S-1/A filed on October 11, 2019)
~~10.12~~	Guarantee and Collateral Agreement, dated as of October 11, 2019, by and among Post Holdings, Inc., certain of its subsidiaries and Morgan Stanley Senior Funding, Inc., as Administrative Agent (Incorporated by reference to Exhibit 10.11 to the Company’s Form S-1/A filed on October 11, 2019)
~~10.13~~	~~Borrower Assignment and Assumption Agreement, dated as of October 21, 2019, by and among Post Holdings, Inc., BellRing Brands, LLC and Morgan Stanley Senior Funding, Inc., as administrative agent~~
~~†10.14~~	~~BellRing Brands, Inc. Senior Management Bonus Program (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 22, 2019)~~
~~†10.15~~	~~Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November 22, 2019)~~

~~Table of Contents~~



~~Exhibit No~~	~~Description~~
~~†10.16~~	~~Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on November 22, 2019)~~
~~†10.17~~	~~Form of Director Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on November 22, 2019)~~
‡~~10.18~~	~~Master Supply Agreement, dated as of December 3, 2019, by and between Premier Nutrition Company, LLC and Fonterra (USA) Inc.~~
‡~~10.19~~	~~Master Purchase Commitment, dated as of December 3, 2019, by and between Premier Nutrition Company, LLC and Fonterra (USA) Inc.~~
~~†10.20~~	~~Deferred Compensation Plan for Directors, dated as of January 1, 2020~~
~~†10.21~~	~~Executive Severance Plan, dated as of January 1, 2020~~
31.1		~~Certification of Robert V. Vitale pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 7, 2020~~
~~31.2~~	Certification of Darcy H. Davenport pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February ~~7, 2020~~6, 2024
~~31.3~~31.2		Certification of Paul A. Rode pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February ~~7, 2020~~6, 2024
32.1		Certification of ~~Robert V. Vitale,~~ Darcy H. Davenport and Paul A. Rode, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February ~~7, 2020~~6, 2024
101		Interactive Data File (Form 10-Q for the quarterly period ended December 31, ~~2019~~2023 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.”
104		The cover page from the Company’s Form 10-Q for the quarterly period ended December 31, ~~2019,~~2023, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101


*		Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission (the “SEC”) a copy of any omitted exhibit or schedule upon request by the SEC.
‡
†	~~These exhibits constitute management contracts, compensatory plans and arrangements.~~
‡	Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

Certain agreements and other documents filed as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, BellRing Brands, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BELLRING BRANDS, INC.

Date:

February ~~7, 2020~~6, 2024

By:

/s/ Darcy H. Davenport

Darcy H. Davenport

President and Chief Executive Officer



Beginning of period	$	—
Net earnings attributable to NCI after IPO	20.3
Net change in hedges, net of tax	0.4
Foreign currency translation adjustments	0.1
Impact of IPO	1,364.6
Redemption value adjustment to NCI	689.8
End of period	$	2,075.2



Net earnings available to Class A Common Stockholders	$	6.0
Transfers to NCI:
Impact of IPO	1,364.6
Redemption value adjustment to NCI	689.8
Changes from net earnings available to Class A Common Stockholders and transfers to NCI	$	2,060.4



	December 31, 2019		September 30, 2019
Raw materials and supplies	$	27.0	$	26.4
Work in process	0.1		0.1
Finished products	123.1		111.7
Inventories	$	150.2	$	138.2



	December 31, 2019
ROU assets:
Other assets	$	13.9

Lease liabilities:
Other current liabilities	$	2.7
Other liabilities	12.4
Total lease liabilities	$	15.1



	December 31, 2019
Remaining Fiscal 2020	$	2.6
Fiscal 2021	2.8
Fiscal 2022	2.7
Fiscal 2023	2.5
Fiscal 2024	1.9
Thereafter	4.7
Total future minimum payments	17.2
Less: Implied interest	(2.1		)
Total lease liabilities	$	15.1



	September 30, 2019
Fiscal 2020	$	2.7
Fiscal 2021	2.7
Fiscal 2022	2.7
Fiscal 2023	2.7
Fiscal 2024	1.9
Thereafter	4.7
Total future minimum payments	$	17.4



Balance Sheet Location	Fair Value		Portion Designated as Hedging Instrument
Other current assets	$	0.4	$	0.4
Other assets	0.2		0.2
Total assets	$	0.6	$	0.6



	December 31, 2019
Term B Facility	$	700.0
Revolving Credit Facility	80.0
	780.0
Less: Current portion of long-term debt	(35.0		)
Debt issuance costs, net	(8.0		)
Unamortized discount	(13.2		)
Long-term debt	$	723.8



	Three Months Ended December 31,
					favorable/(unfavorable)
dollars in millions	2019		2018		$ Change			% Change
Net Sales	$	244.0	$	185.8	$	58.2		31	%

Operating Profit	$	49.3	$	32.9	$	16.4		50	%
Interest expense, net	11.6		—		(11.6		)	(100	)%
Income tax expense	5.9		7.8		1.9			24	%
Less: Net earnings attributable to NCI	25.8		25.1		(0.7		)	(3	)%
Net Earnings Available to Class A Common Stockholders	$	6.0	$	—	$	6.0		100	%