September 4, 2019
Darcy Horn Davenport
President and Chief Executive Officer
BellRing Brands, Inc.
2503 S. Hanley Road
St. Louis, MO 63144
Re: BellRing Brands, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted August 23, 2019
CIK No. 0001772016
Dear Ms. Davenport:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Form DRS/A filed August 23, 2019
Results of Operations
Nine months ended June 30, 2019 compared to 2018
Net Sales, page 83
1. We note your disclosure explaining that sales of RTD protein shakes in
the nine months
ended June 30, 2019 were positively impacted by a "pull forward" of
orders by a large
customer, which would have otherwise occurred in the fourth quarter of
fiscal 2019.
Please quantify the impact to revenue associated with this event and
describe the
implications for fourth quarter sales. Also quantify the effects of this
event on product
volume trends, which you indicate were nevertheless unfavorable, and
specify the
business reasons for the change in timing. Tell us why you would not
also list this matter
Darcy Horn Davenport
BellRing Brands, Inc.
September 4, 2019
Page 2
among the Items Affecting Comparability on page 82.
Business
Supply Chain
Manufacturing, page 113
2. We note your disclosure here and in a risk factor on page 26 entitled
"[w]e are currently
dependent on a limited number..." that you secure the supply of most of
your RTD protein
shakes from third party contract manufacturers and, in fiscal 2018,
approximately 92% of
your Premier Protein RTD shake supply from a single supplier. In this
regard, please
expand your disclosure to describe the material terms of your
manufacturing agreement
with Stremrick Heritage Foods, LLC, which you filed as Exhibit 10.10.
You may contact John Cannarella, Staff Accountant, at 202-551-3337 or
Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271
with any other
questions.
Sincerely,
FirstName LastNameDarcy Horn Davenport
Division of
Corporation Finance
Comapany NameBellRing Brands, Inc.
Office of Natural
Resources
September 4, 2019 Page 2
cc: Tom W. Zook
FirstName LastName
