The following discussion summarizes the significant factors affecting the
consolidated operating results, financial condition, liquidity and capital
resources of BellRing Brands, Inc. (formally known as BellRing Distribution,
LLC) ("BellRing") and its consolidated subsidiaries. This discussion should be
read in conjunction with our unaudited condensed consolidated financial
statements and notes thereto included herein, our audited consolidated financial
statements and notes thereto in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2022, and the "Cautionary Statement on Forward-Looking
Statements" section included below.

                                    OVERVIEW

On October 21, 2019, BellRing Intermediate Holdings, Inc. (formerly known as
BellRing Brands, Inc.) ("Old BellRing") closed its initial public offering (the
"IPO") of 39.4 million shares of its Class A common stock, $0.01 par value per
share (the "Old BellRing Class A Common Stock") and contributed the net proceeds
from the IPO to BellRing Brands, LLC, a Delaware limited liability company and
subsidiary of Old BellRing ("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 holding company for the
active nutrition business of Post Holdings, Inc. ("Post"). Old BellRing, as a
holding company, had no material assets other than its ownership of BellRing LLC
units and its indirect interests in the subsidiaries of BellRing LLC and had no
independent means of generating revenue or cash flow. The members of BellRing
LLC were Post and Old BellRing.

During the second quarter of fiscal 2022, Post completed its distribution of
80.1% of its ownership interest in BellRing to Post's shareholders. On March 9,
2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of
October 26, 2021 (as amended by Amendment No. 1 to the Transaction Agreement and
Plan of Merger, dated as of February 28, 2022, the "Transaction Agreement"), by
and among Post, Old BellRing, BellRing and BellRing Merger Sub Corporation, a
wholly-owned subsidiary of BellRing ("BellRing Merger Sub"), Post contributed
its share of Old BellRing Class B common stock, $0.01 par value per share ("Old
BellRing Class B Common Stock"), all of its BellRing LLC units and $550.4
million of cash to BellRing (collectively, the "Contribution") in exchange for
certain limited liability company interests of BellRing (prior to the conversion
of BellRing into a Delaware corporation) and the right to receive $840.0 million
in aggregate principal amount of BellRing's 7.00% senior notes maturing in 2030
(the "7.00% Senior Notes").

On March 10, 2022, BellRing converted into a Delaware corporation and changed
its name to "BellRing Brands, Inc.", and Post distributed an aggregate of 78.1
million, or 80.1%, of its shares of BellRing common stock, $0.01 par value per
share ("BellRing Common Stock") to Post shareholders in a pro-rata distribution
("the Distribution").

Upon completion of the Distribution, BellRing Merger Sub merged with and into
Old BellRing (the "Merger"), with Old BellRing continuing as the surviving
corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the
Merger, each outstanding share of Old BellRing Class A Common Stock was
converted into one share of BellRing Common Stock plus $2.97 in cash, or $115.5
million total consideration paid to Old BellRing Class A common stockholders
pursuant to the Merger. As a result of the transactions described above
(collectively, the "Spin-off"), BellRing became the new public parent company
of, and successor issuer to, Old BellRing, and shares of BellRing Common Stock
were deemed to be registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), pursuant to Rule 12g-3(a) promulgated
thereunder.

Immediately prior to the Spin-off, Post held 97.5 million BellRing LLC units,
equal to 71.5% of the economic interest in BellRing LLC, and one share of Old
BellRing Class B Common Stock, which represented 67% of the combined voting
power of the common stock of Old BellRing. Immediately following the Spin-off,
Post owned 19.4 million shares, or 14.2% of BellRing Common Stock, which did not
represent a controlling interest in BellRing. As a result of the Spin-off, the
dual class voting structure in the BellRing business was eliminated.

On August 11, 2022, Post transferred 14.8 million shares its BellRing Common
Stock to certain financial institutions in satisfaction of term loan obligations
of Post, which reduced Post's ownership of BellRing Common Stock to 3.4% as of
September 30, 2022. In connection with this transactions, BellRing repurchased
0.8 million of the transferred shares from certain of the financial
institutions.

On November 25, 2022, Post transferred the remaining of its 4.6 million shares
of BellRing Common Stock to certain financial institutions in satisfaction of
term loan obligations of Post. In connection with this transactions, BellRing
repurchased 0.9 million of the transferred shares from certain of the financial
institutions. Post had no ownership of BellRing Common Stock as of December 31,
2022.

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BellRing incurred separation-related expenses of $0.3 million and $2.0 million
during the three months ended December 31, 2022 and 2021, respectively, in
connection with its separation from Post. These expenses generally included
third party costs for advisory services, fees charged by other service providers
and government filing fees and were included in "Selling, general and
administrative expenses" in the Condensed Consolidated Statements of Operations.

The terms "our", "we", "us" and the "Company" generally refer to Old BellRing
and its consolidated subsidiaries during the period prior to the Spin-off and to
us and our consolidated subsidiaries during the period subsequent to the
Spin-off unless otherwise stated or context otherwise indicates. The term
"Common Stock" generally refers to Old BellRing Class A Common Stock and Old
BellRing Class B Common Stock during the period prior to the Spin-off and to
BellRing Common Stock during the period subsequent to the Spin-off. The term
"Net earnings available to common stockholders" generally refers to net earnings
available to Old BellRing Class A common stockholders during the period prior to
the Spin-off and to net earnings available to BellRing common stockholders
during the period subsequent to the Spin-off.

We are a consumer products holding company operating in the global convenient
nutrition category and are a provider of ready-to-drink ("RTD") protein shakes,
other RTD beverages, powders and nutrition bars. We have a single operating and
reportable segment, with our principal products being protein-based consumer
goods. Our primary brands are Premier Protein and Dymatize.

Market Trends



Events such as the COVID-19 pandemic have resulted in certain ongoing impacts to
the global economy, including market disruptions, supply chain challenges and
inflationary pressures. During the first quarter of fiscal 2023, input cost
inflation continued to pressure our supply chain. Raw material, packaging and
freight inflation has been widespread, rapid and significant and has put
downward pressure on profit margins. As a result, we have taken pricing actions
on nearly all products. We expect inflationary pressures to continue during the
fiscal year, and this trend could have a materially adverse impact in the future
if inflation rates were to significantly exceed our ability to achieve price
increases or cost savings or if such price increases impact demand for our
products.

For additional discussion, refer to "Liquidity and Capital Resources" and "Cautionary Statement on Forward-Looking Statements" within this section.



                             RESULTS OF OPERATIONS
                                                                Three Months Ended December
                                                                            31,
                                                                                                             favorable/(unfavorable)
dollars in millions                                                                  2022                    2021                    $ Change            % Change
Net Sales                                                                         $ 362.7          $       306.5                   $    56.2                    18  %

Operating Profit                                                                  $  75.2          $        50.6                   $    24.6                    49  %
Interest expense, net                                                                16.7                    8.4                        (8.3)                  (99) %

Income tax expense                                                                   14.3                    2.9                       (11.4)                 (393) %
Less: Net earnings attributable to redeemable
noncontrolling interest                                                                 -                   31.1                        31.1                   100  %
Net Earnings Available to Common Stockholders                                     $  44.2          $         8.2                   $    36.0                   439  %


Net Sales

Net sales increased $56.2 million, or 18%, during the three months ended
December 31, 2022, compared to the prior year period. Sales of Premier
Protein products were up $57.2 million, or 23%, driven by higher average net
selling prices. Average net selling prices increased in the three months ended
December 31, 2022 primarily due to targeted price increases. Volumes increased
5% primarily driven by the lapping of lower volumes in the prior year period as
a result of supply constraints. Sales of Dymatize products were up $1.1 million,
or 3%, driven by higher average net selling prices. Average net selling prices
increased in the three months ended December 31, 2022 due to targeted price
increases and favorable product mix, partially offset by increased promotional
spending. This increase in average net selling prices was partially offset by
volume decreases of 19%, which were primarily driven by the lapping of prior
year product discontinuations and the timing of quarterly shipments, partially
offset by distribution gains. Sales of all other products were down $2.1
million.

Operating Profit



Operating profit increased $24.6 million, or 49%, during the three months ended
December 31, 2022, compared to the prior year period. This increase was
primarily driven by higher net sales, as previously discussed, and $1.7 million
of lower costs related to the separation from Post. These positive impacts were
partially offset by higher net product costs of $24.8 million, as

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unfavorable raw material costs were only partially offset by lower manufacturing and freight costs, and increased advertising expenses of $1.0 million.

Interest Expense, Net



Interest expense, net increased $8.3 million during the three months ended
December 31, 2022, compared to the prior year period. This increase was
primarily due to higher outstanding principal amounts of debt and a higher
weighted-average interest rate compared to the prior year period. The
weighted-average interest rate on our total outstanding debt increased to 7.1%
for the three months ended December 31, 2022 from 4.8% for the three months
ended December 31, 2021, primarily driven by the issuance of our 7.00% Senior
Notes during the second quarter of fiscal 2022. See Note 13 within "Notes to
Condensed Consolidated Financial Statements" for additional information on our
debt.

Income Tax Expense

Prior to the Spin-off, Old BellRing held an economic interest in BellRing LLC
which, as a result of the IPO and formation transactions, was treated as a
partnership for United States ("U.S.") federal income tax purposes. As a
partnership, BellRing LLC itself was generally not subject to U.S. federal
income tax under applicable U.S. tax laws. Generally, items of taxable income,
gain, loss and deduction of BellRing LLC were passed through to its members, Old
BellRing and Post. Old BellRing was responsible for its share of taxable income
or loss of BellRing LLC allocated to it in accordance with the amended and
restated limited liability company agreement of BellRing LLC and partnership tax
rules and regulations.

Subsequent to the Spin-off, we reported 100% of the income, gain, loss and deduction of BellRing LLC for U.S. federal, state and local income tax purposes.



Our effective income tax rate was 24.4% and 6.9% for the three months ended
December 31, 2022 and 2021, respectively. The increase in the effective income
tax rate compared to the prior year period was primarily due to the Company
reporting 100% of the income, gain, loss and deduction of BellRing LLC during
the three months ended December 31, 2022, as a result of the Spin-off.

In accordance with Accounting Standards Codification ("ASC") Topic 740, "Income
Taxes," we recorded income tax expense for interim periods using the estimated
annual effective income tax rate for the full fiscal year adjusted for the
impact of discrete items occurring during the interim periods.

                        LIQUIDITY AND CAPITAL RESOURCES

We expect to generate positive cash flows from operations and believe our cash
on hand, cash flows from operations and possible future credit facilities will
be sufficient to satisfy our future working capital requirements, research and
development activities, debt repayments, share repurchases and other financing
requirements for the foreseeable future. Our asset-light business model requires
modest capital expenditures, with annual capital expenditures over the last
three fiscal years averaging less than 1% of net sales. No significant capital
expenditures are planned for the remainder of fiscal 2023. Our ability to
generate positive cash flows from operations is dependent on general economic
conditions, competitive pressures and other business risk factors. If we are
unable to generate sufficient cash flows from operations, or otherwise to comply
with the terms of our credit facilities, we may be required to seek additional
financing alternatives. Additionally, we may seek to repurchase shares of our
common stock. Such repurchases, if any, will depend on prevailing market
conditions, our liquidity requirements, contractual restrictions and other
factors. The amounts involved may be material.

During the three months ended December 31, 2022, we borrowed $55.0 million under
our revolving credit facility, which is provided for under our credit agreement
entered into on March 10, 2022 (as amended, the "Credit Agreement") in an
aggregate principal amount of $250.0 million (the "Revolving Credit Facility"),
and repaid $40.0 million under the Revolving Credit Facility. We had available
borrowing capacity under the Revolving Credit Facility of $136.0 million and no
outstanding letters of credit under the Revolving Credit Facility as of December
31, 2022. Letters of credit are available under the Revolving Credit Facility in
an aggregate amount of up to $20.0 million. Our Credit Agreement provides for
potential incremental revolving and term facilities at the Company's request and
at the discretion of the lenders or other persons providing such incremental
facilities, in each case on terms to be determined, and also permits the Company
to incur other secured or unsecured debt, in all cases subject to conditions and
limitations on the amount as specified in the Credit Agreement.

During the three months ended December 31, 2022, we repurchased 1.8 million shares of BellRing Common Stock at an average share price of $23.34 per share for a total cost of $41.2 million, including broker's commissions.



In December 2022, we entered into a co-manufacturing agreement for the
manufacturing and packaging of our RTD shakes (the "Agreement"). The Agreement
included a minimum purchase quantity requirement and a "take-or-pay" provision,
which increased our purchase commitments by $200.0 million through fiscal 2028
(with $40.0 million due in the next 12 months).

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



                                                                              Three Months Ended
                                                                                 December 31,
dollars in millions                                                         2022                2021
Cash provided by (used in):
Operating activities                                                   $    36.3             $   (9.1)
Investing activities                                                        (0.3)                (0.6)
Financing activities                                                       (28.4)              (112.5)
Effect of exchange rate changes on cash and cash equivalents                 0.5                    -
Net increase (decrease) in cash and cash equivalents                   $     8.1             $ (122.2)


Operating Activities

Cash provided by operating activities for the three months ended December 31,
2022 was $36.3 million compared to cash used in operating activities of $9.1
million for the three months ended December 31, 2021. This increase was
primarily driven by favorable changes related to fluctuations in the timing of
purchases and payments of trade payables and sales and collections of trade
receivables. Additionally, interest payments decreased $5.9 million due to the
shift in timing of interest payments related to the 7.00% Senior Notes as
compared to its previous term B facility in the prior year period. These
positive impacts were partially offset by increased tax payments (net of
refunds) by $14.3 million.

Investing Activities

Cash used in investing activities for the three months ended December 31, 2022 decreased $0.3 million compared to the prior year period resulting from a decrease in capital expenditures.

Financing Activities

Three months ended December 31, 2022



Cash used in financing activities for the three months ended December 31, 2022
was $28.4 million. We paid $41.2 million, including broker's commissions, for
the repurchase of shares of our Common Stock and repaid $40.0 million under the
Revolving Credit Facility. Additionally, we borrowed $55.0 million under the
Revolving Credit Facility.

Three months ended December 31, 2021



Cash used in financing activities for the three months ended December 31, 2021
was $112.5 million. BellRing LLC repaid $90.1 million on the principal balance
of its previous term B facility. We paid $18.1 million, including broker's
commissions, for the repurchase of shares of Old BellRing Class A Common Stock
during the quarter. In addition, we had net cash distributions to Post of $3.2
million related to quarterly tax distributions pursuant to BellRing LLC's
amended and restated limited liability company agreement.

Debt Covenants



The Credit Agreement contains customary affirmative and negative covenants
applicable to us and our restricted subsidiaries for agreements of this type,
including delivery of financial and other information; compliance with laws;
maintenance of property; existence, insurance and books and records; inspection
rights; obligation to provide collateral and guarantees by certain new
subsidiaries; delivery of environmental reports; participation in an annual
meeting with the agent and the lenders; further assurances; and limitations with
respect to indebtedness, liens, fundamental changes, restrictive agreements, use
of proceeds, amendments of organization documents, prepayments and amendments of
certain indebtedness, dispositions of assets, acquisitions and other
investments, sale leaseback transactions, changes in the nature of business,
transactions with affiliates and dividends and redemptions or repurchases of
stock. Under the terms of the Credit Agreement, we are also required to comply
with a financial covenant requiring us to maintain a total net leverage ratio
(as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the
last day of each fiscal quarter. We were in compliance with the financial
covenant as of December 31, 2022, and we do not believe non-compliance is
reasonably likely in the foreseeable future.

The Credit Agreement provides for potential incremental revolving and term
facilities at our request and at the discretion of the lenders or other persons
providing such incremental facilities, in each case on terms to be determined,
and also permits us to incur other secured or unsecured debt, in all cases
subject to conditions and limitations on the amount as specified in the Credit
Agreement.

In addition, the indenture governing the 7.00% Senior Notes contains customary negative covenants that limit our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends


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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 new lines of business; enter
into transactions with affiliates; and sell assets or merge with other
companies. Certain of these covenants are subject to suspension when and if the
7.00% Senior Notes receive investment grade ratings.

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies and estimates are more fully described in our
Annual Report on Form 10-K for the year ended September 30, 2022, as filed with
the Securities and Exchange Commission (the "SEC") on November 17, 2022. There
have been no significant changes to our critical accounting policies and
estimates since September 30, 2022.

                      RECENTLY ISSUED ACCOUNTING STANDARDS

We have considered all new accounting pronouncements and have concluded there
are no new pronouncements that had or will have a material impact on our results
of operations, comprehensive income, financial position, cash flows,
stockholders' equity or related disclosures based on current information.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, are made
throughout this report, including statements regarding unanticipated
developments that negatively impact the BellRing Common Stock. These
forward-looking statements are sometimes identified from the use of
forward-looking words such as "believe," "should," "could," "potential,"
"continue," "expect," "project," "estimate," "predict," "anticipate," "aim,"
"intend," "plan," "forecast," "target," "is likely," "will," "can," "may" or
"would" or the negative of these terms or similar expressions elsewhere in this
report. Our financial condition, results of operations and cash flows may differ
materially from those in the forward-looking statements. Such statements are
based on management's current views and assumptions and involve risks and
uncertainties that could affect expected results. Those risks and uncertainties
include, but are not limited to, the following:

•our dependence on sales from our RTD protein shakes;

•our ability to continue to compete in our product categories and our ability to retain our market position and favorable perceptions of our brands;



•disruptions or inefficiencies in our supply chain, including as a result of our
reliance on third party suppliers or manufacturers for the manufacturing of many
of our products, pandemics (including the COVID-19 pandemic) and other outbreaks
of contagious diseases, labor shortages, fires and evacuations related thereto,
changes in weather conditions, natural disasters, agricultural diseases and
pests and other events beyond our control;

•our dependence on a limited number of third party contract manufacturers for
the manufacturing of most of our products, including one manufacturer for the
majority of our RTD protein shakes;

•the ability of our third party contract manufacturers to produce an amount of our products that enables us to meet customer and consumer demand for the products;

•our reliance on a limited number of third party suppliers to provide certain ingredients and packaging;

•significant volatility in the cost or availability of inputs to our business (including freight, raw materials, packaging, energy, labor and other supplies);



•the impact of the COVID-19 pandemic, including negative impacts on the global
economy and capital markets, the health of our employees, our ability and the
ability of our third party contract manufacturers to manufacture and deliver our
products, operating costs, demand for our on-the-go products and our operations
generally;

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

•consolidation in our distribution channels;

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

•the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;


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•legal and regulatory factors, such as compliance with existing laws and
regulations, as well as new laws and regulations and changes to existing laws
and regulations and interpretations thereof, affecting our business, including
current and future laws and regulations regarding food safety, advertising,
labeling, tax matters and environmental matters;

•fluctuations in our business due to changes in our promotional activities and seasonality;

•our ability to maintain the net selling prices of our products and manage promotional activities with respect to our products;

•our leverage, our ability to obtain additional financing (including both secured and unsecured debt) and our ability to service our outstanding debt (including covenants that restrict the operation of our business);

•the accuracy of our market data and attributes and related information;

•changes in estimates in critical accounting judgments;

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

•risks related to our ongoing relationship with Post following the Spin-off, including our obligations under various agreements with Post;

•conflicting interests or the appearance of conflicting interests resulting from certain of our directors also serving as officers or directors of Post;



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

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

•risks associated with our international business;

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

•costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents and/or information security breaches;

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

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

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

•significant differences in our actual operating results from any guidance we may give regarding our performance;

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



•other risks and uncertainties included under "Risk Factors" in this report and
in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022,
filed with the SEC on November 17, 2022.

You should not rely upon forward-looking statements as predictions of future
events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that the future
results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Moreover, we
undertake no obligation to update publicly any forward-looking statements for
any reason after the date of this report to conform these statements to actual
results or to changes in our expectations.

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