UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | | | | | | | |
| | (Mark One) | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | For the three months ended | |
| | September 30, 2022March 31, 2023 | |
| | OR | |
| ☐ | 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 001-37540
HOSTESS BRANDS, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
Delaware | 47-4168492 |
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer Identification No.) |
7905 Quivira Road | 66215 |
Lenexa, | KS | (Zip Code) |
(Address of principal executive offices) | |
(816) 701-4600
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each Class | Ticker Symbol | Name of each exchange on which registered |
Class A Common Stock, Par Value of $0.0001 per share | TWNK | The Nasdaq Stock Market LLC |
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 (§229.405 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 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 Act). Yes ☐ No ☒
Shares of Class A common stock outstanding - 133,886,737132,850,224 shares at October 31, 2022May 5, 2023
HOSTESS BRANDS, INC.
FORM 10-Q
For the Three Months Ended September 30, 2022March 31, 2023
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Cautionary Note Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. Statements that constitute forward-looking statements are generally identified through the inclusion of words such as “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plan,” “may,” “should,” or similar language. Statements addressing events and developments that we expect or anticipate will occur are also considered forward-looking statements. All forward-looking statements included herein are made only as of the date hereof. It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. Readers of this Quarterly Report are cautioned not to place undue reliance on any such forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, as updated by subsequent filings. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.
PART I
Item 1. Financial Statements (Unaudited)
HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except shares and per share data) |
|
| September 30, | | December 31, | |
| March 31, | | December 31, | |
| | 2022 | | 2021 | | | 2023 | | 2022 | |
ASSETS | ASSETS | | | | | ASSETS | | | | |
Current assets: | Current assets: | | | Current assets: | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 190,828 | | | $ | 249,159 | | | Cash and cash equivalents | $ | 101,666 | | | $ | 98,584 | | |
Short-term investments | Short-term investments | 41,891 | | | — | | | Short-term investments | — | | | 17,914 | | |
Accounts receivable, net | Accounts receivable, net | 199,917 | | | 148,180 | | | Accounts receivable, net | 189,952 | | | 168,783 | | |
Inventories | Inventories | 65,444 | | | 52,813 | | | Inventories | 67,498 | | | 65,406 | | |
| Prepaids and other current assets | Prepaids and other current assets | 10,914 | | | 10,564 | | | Prepaids and other current assets | 11,952 | | | 16,375 | | |
Total current assets | Total current assets | 508,994 | | | 460,716 | | | Total current assets | 371,068 | | | 367,062 | | |
Property and equipment, net | Property and equipment, net | 385,085 | | | 335,305 | | | Property and equipment, net | 442,963 | | | 425,313 | | |
Intangible assets, net | Intangible assets, net | 1,926,758 | | | 1,944,392 | | | Intangible assets, net | 1,915,002 | | | 1,920,880 | | |
Goodwill | Goodwill | 706,615 | | | 706,615 | | | Goodwill | 706,615 | | | 706,615 | | |
Other assets, net | Other assets, net | 72,732 | | | 19,283 | | | Other assets, net | 63,382 | | | 72,329 | | |
Total assets | Total assets | $ | 3,600,184 | | | $ | 3,466,311 | | | Total assets | $ | 3,499,030 | | | $ | 3,492,199 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
| Current liabilities: | Current liabilities: | | | Current liabilities: | | |
Long-term debt and lease obligations payable within one year | Long-term debt and lease obligations payable within one year | $ | 14,251 | | | $ | 14,170 | | | Long-term debt and lease obligations payable within one year | $ | 4,176 | | | $ | 3,917 | | |
Tax receivable agreement payments payable within one year | Tax receivable agreement payments payable within one year | 11,100 | | | 11,600 | | | Tax receivable agreement payments payable within one year | 11,200 | | | 12,600 | | |
Accounts payable | Accounts payable | 95,958 | | | 68,104 | | | Accounts payable | 91,771 | | | 85,667 | | |
Customer trade allowances | Customer trade allowances | 68,799 | | | 52,746 | | | Customer trade allowances | 66,058 | | | 62,194 | | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | 54,513 | | | 47,009 | | | Accrued expenses and other current liabilities | 33,679 | | | 59,933 | | |
| Total current liabilities | Total current liabilities | 244,621 | | | 193,629 | | | Total current liabilities | 206,884 | | | 224,311 | | |
Long-term debt and lease obligations | Long-term debt and lease obligations | 1,088,914 | | | 1,099,975 | | | Long-term debt and lease obligations | 998,226 | | | 999,089 | | |
Tax receivable agreement obligations | Tax receivable agreement obligations | 124,592 | | | 134,265 | | | Tax receivable agreement obligations | 123,134 | | | 123,092 | | |
Deferred tax liability | Deferred tax liability | 343,009 | | | 317,847 | | | Deferred tax liability | 353,376 | | | 347,030 | | |
Other long-term liabilities | Other long-term liabilities | 1,568 | | | 1,605 | | | Other long-term liabilities | 1,623 | | | 1,593 | | |
Total liabilities | Total liabilities | 1,802,704 | | | 1,747,321 | | | Total liabilities | 1,683,243 | | | 1,695,115 | | |
| Commitments and Contingencies (Note 9) | Commitments and Contingencies (Note 9) | | | Commitments and Contingencies (Note 9) | | |
| Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 142,567,808 shares issued and 134,570,118 shares outstanding as of September 30, 2022 and 142,031,329 shares issued and 138,278,573 shares outstanding as of December 31, 2021 | 14 | | | 14 | | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 143,099,217 shares issued and 133,005,487 shares outstanding as of March 31, 2023 and 142,650,344 shares issued and 133,117,224 shares outstanding as of December 31, 2022 | | Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 143,099,217 shares issued and 133,005,487 shares outstanding as of March 31, 2023 and 142,650,344 shares issued and 133,117,224 shares outstanding as of December 31, 2022 | 14 | | | 14 | | |
| Additional paid in capital | Additional paid in capital | 1,307,813 | | | 1,303,254 | | | Additional paid in capital | 1,311,291 | | | 1,311,629 | | |
Accumulated other comprehensive income (loss) | 36,172 | | | (506) | | | |
Accumulated other comprehensive income | | Accumulated other comprehensive income | 29,499 | | | 35,078 | | |
Retained earnings | Retained earnings | 606,703 | | | 475,400 | | | Retained earnings | 677,884 | | | 639,595 | | |
Treasury stock | Treasury stock | (153,222) | | | (59,172) | | | Treasury stock | (202,901) | | | (189,232) | | |
Stockholders’ equity | Stockholders’ equity | 1,797,480 | | | 1,718,990 | | | Stockholders’ equity | 1,815,787 | | | 1,797,084 | | |
| Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 3,600,184 | | | $ | 3,466,311 | | | Total liabilities and stockholders’ equity | $ | 3,499,030 | | | $ | 3,492,199 | | |
See accompanying notes to the unaudited condensed consolidated financial statements.
HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except shares and per share data) | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | |
| | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 | | March 31, 2023 | | March 31, 2022 | |
| Net revenue | Net revenue | $ | 346,226 | | | $ | 287,969 | | | $ | 1,018,749 | | | $ | 844,875 | | Net revenue | $ | 345,403 | | | $ | 332,051 | | |
Cost of goods sold | Cost of goods sold | 230,805 | | | 188,990 | | | 675,004 | | | 545,271 | | Cost of goods sold | 224,686 | | | 216,427 | | |
Gross profit | Gross profit | 115,421 | | | 98,979 | | | 343,745 | | | 299,604 | | Gross profit | 120,717 | | | 115,624 | | |
Operating costs and expenses: | Operating costs and expenses: | | | | | | | | Operating costs and expenses: | | | | |
Advertising and marketing | Advertising and marketing | 15,816 | | | 14,767 | | | 43,353 | | | 39,692 | | Advertising and marketing | 13,899 | | | 11,950 | | |
Selling | Selling | 9,696 | | | 8,166 | | | 29,610 | | | 26,250 | | Selling | 10,649 | | | 9,777 | | |
General and administrative | General and administrative | 30,502 | | | 23,565 | | | 90,301 | | | 69,254 | | General and administrative | 28,198 | | | 29,672 | | |
Amortization of customer relationships | Amortization of customer relationships | 5,878 | | | 5,877 | | | 17,634 | | | 17,633 | | Amortization of customer relationships | 5,878 | | | 5,878 | | |
Tax receivable agreement remeasurement | (860) | | | — | | | (860) | | | — | | |
| | Total operating costs and expenses | Total operating costs and expenses | 61,032 | | | 52,375 | | | 180,038 | | | 152,829 | | Total operating costs and expenses | 58,624 | | | 57,277 | | |
Operating income | Operating income | 54,389 | | | 46,604 | | | 163,707 | | | 146,775 | | Operating income | 62,093 | | | 58,347 | | |
Other expense (income): | | |
Other expense | | Other expense | | |
Interest expense, net | Interest expense, net | 10,276 | | | 9,928 | | | 29,683 | | | 29,899 | | Interest expense, net | 10,185 | | | 9,666 | | |
| Change in fair value of warrant liabilities | — | | | 228 | | | — | | | 683 | | |
Other expense (income) | (31,921) | | | 378 | | | (31,992) | | | 1,808 | | |
Total other expense (income) | (21,645) | | | 10,534 | | | (2,309) | | | 32,390 | | |
| Other expense | | Other expense | 181 | | | 436 | | |
Total other expense | | Total other expense | 10,366 | | | 10,102 | | |
Income before income taxes | Income before income taxes | 76,034 | | | 36,070 | | | 166,016 | | | 114,385 | | Income before income taxes | 51,727 | | | 48,245 | | |
Income tax expense | Income tax expense | 9,765 | | | 9,878 | | | 34,713 | | | 31,614 | | Income tax expense | 13,438 | | | 13,687 | | |
Net income | Net income | $ | 66,269 | | | $ | 26,192 | | | $ | 131,303 | | | $ | 82,771 | | Net income | $ | 38,289 | | | $ | 34,558 | | |
| Earnings per Class A share: | Earnings per Class A share: | | Earnings per Class A share: | | |
Basic | Basic | $ | 0.49 | | | $ | 0.20 | | | $ | 0.95 | | | $ | 0.63 | | Basic | $ | 0.29 | | | $ | 0.25 | | |
Diluted | Diluted | $ | 0.48 | | | $ | 0.19 | | | $ | 0.95 | | | $ | 0.60 | | Diluted | $ | 0.28 | | | $ | 0.25 | | |
Weighted-average shares outstanding: | Weighted-average shares outstanding: | | Weighted-average shares outstanding: | | |
Basic | Basic | 136,436,428 | | | 129,846,551 | | | 137,636,441 | | | 130,679,974 | | Basic | 133,551,603 | | | 138,602,451 | | |
Diluted | Diluted | 137,604,256 | | | 138,058,866 | | | 138,702,172 | | | 138,036,371 | | Diluted | 134,553,122 | | | 139,565,136 | | |
See accompanying notes to the unaudited condensed consolidated financial statements.
HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, amounts in thousands)
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | |
| | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 | | March 31, 2023 | | March 31, 2022 | |
| Net income | Net income | $ | 66,269 | | | $ | 26,192 | | | $ | 131,303 | | | $ | 82,771 | | Net income | $ | 38,289 | | | $ | 34,558 | | |
Other comprehensive income: | Other comprehensive income: | | Other comprehensive income: | | |
Unrealized gain (loss) on interest rate swap and foreign currency contracts designated as a cash flow hedge | Unrealized gain (loss) on interest rate swap and foreign currency contracts designated as a cash flow hedge | 19,058 | | | (192) | | | 49,041 | | | 5,058 | | Unrealized gain (loss) on interest rate swap and foreign currency contracts designated as a cash flow hedge | (3,013) | | | 23,656 | | |
Reclassification into net income | Reclassification into net income | (1,188) | | | 962 | | | 697 | | | 3,441 | | Reclassification into net income | (4,532) | | | 1,062 | | |
Income tax expense | (4,691) | | | (203) | | | (13,060) | | | (2,253) | | |
Income tax benefit (expense) | | Income tax benefit (expense) | 1,966 | | | (6,492) | | |
Comprehensive income | Comprehensive income | $ | 79,448 | | | $ | 26,759 | | | $ | 167,981 | | | $ | 89,017 | | Comprehensive income | $ | 32,710 | | | $ | 52,784 | | |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, amounts in thousands)
| | | Class A Voting Common Stock | | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Treasury Stock | | Total Stockholders’ Equity | | | Class A Voting Common Stock | | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Treasury Stock | | Total Stockholders’ Equity | |
| | Shares | | Amount | | | | | | | | | Shares | | Amount | | | | | Shares | | Amount | | | | | | | | | Shares | | Amount | | | |
Balance–December 31, 2021 | 138,279 | | | $ | 14 | | | | $ | 1,303,254 | | | $ | (506) | | | $ | 475,400 | | | 3,753 | | | $ | (59,172) | | | $ | 1,718,990 | | | |
Balance–December 31, 2022 | | Balance–December 31, 2022 | 133,117 | | | $ | 14 | | | | $ | 1,311,629 | | | $ | 35,078 | | | $ | 639,595 | | | 9,533 | | | $ | (189,232) | | | $ | 1,797,084 | | |
Comprehensive income | Comprehensive income | — | | | — | | | | — | | | 18,226 | | | 34,558 | | | — | | | — | | | 52,784 | | | Comprehensive income | — | | | — | | | | — | | | (5,579) | | | 38,289 | | | — | | | — | | | 32,710 | | |
Share-based compensation | Share-based compensation | 350 | | | — | | | | 2,339 | | | — | | | — | | | — | | | — | | | 2,339 | | | Share-based compensation | 324 | | | — | | | | 3,011 | | | — | | | — | | | — | | | — | | | 3,011 | | |
| Exercise of employee stock options | Exercise of employee stock options | 105 | | | — | | | | 1,662 | | | — | | | — | | | — | | | — | | | 1,662 | | | Exercise of employee stock options | 125 | | | — | | | | 2,112 | | | — | | | — | | | — | | | — | | | 2,112 | | |
| Payment of taxes for employee stock awards | Payment of taxes for employee stock awards | — | | | — | | | | (5,216) | | | — | | | — | | | — | | | — | | | (5,216) | | | Payment of taxes for employee stock awards | — | | | — | | | | (5,461) | | | — | | | — | | | — | | | — | | | (5,461) | | |
Repurchase of common stock | Repurchase of common stock | (459) | | | — | | | | — | | | — | | | — | | | 459 | | | (9,680) | | | (9,680) | | | Repurchase of common stock | (561) | | | — | | | | — | | | — | | | — | | | 561 | | | (13,669) | | | (13,669) | | |
| Balance–March 31, 2022 | 138,275 | | | $ | 14 | | | | $ | 1,302,039 | | | $ | 17,720 | | | $ | 509,958 | | | 4,212 | | | $ | (68,852) | | | $ | 1,760,879 | | | |
Comprehensive income | — | | | — | | | | — | | | 5,273 | | | 30,476 | | | — | | | — | | | 35,749 | | | |
Share-based compensation | 23 | | | — | | | | 2,648 | | | — | | | — | | | — | | | — | | | 2,648 | | | |
Balance–March 31, 2023 | | Balance–March 31, 2023 | 133,005 | | | $ | 14 | | | | $ | 1,311,291 | | | $ | 29,499 | | | $ | 677,884 | | | 10,094 | | | $ | (202,901) | | | $ | 1,815,787 | | |
| Exercise of employee stock options | 37 | | | — | | | | 579 | | | — | | | — | | | — | | | — | | | 579 | | | |
| Payment of taxes for employee stock awards | — | | | — | | | | (296) | | | — | | | — | | | — | | | — | | | (296) | | | |
Repurchase of common stock | (1,848) | | | — | | | | — | | | — | | | — | | | 1,848 | | | (38,826) | | | (38,826) | | | |
| Balance–June 30, 2022 | 136,487 | | | $ | 14 | | | | $ | 1,304,970 | | | $ | 22,993 | | | $ | 540,434 | | | 6,060 | | | $ | (107,678) | | | $ | 1,760,733 | | | |
Comprehensive income | — | | | — | | | | — | | | 13,179 | | | 66,269 | | | — | | | — | | | 79,448 | | | |
Share-based compensation | 1 | | | — | | | | 2,613 | | | — | | | — | | | — | | | — | | | 2,613 | | | |
| Exercise of employee stock options | 20 | | | — | | | | 300 | | | — | | | — | | | — | | | — | | | 300 | | | |
| Payment of taxes for employee stock awards | — | | | — | | | | (70) | | | — | | | — | | | — | | | — | | | (70) | | | |
| Repurchase of common stock | (1,938) | | | — | | | | — | | | — | | | — | | | 1,938 | | | (45,544) | | | (45,544) | | | |
| Balance–September 30, 2022 | 134,570 | | | $ | 14 | | | | $ | 1,307,813 | | | $ | 36,172 | | | $ | 606,703 | | | 7,998 | | | $ | (153,222) | | | $ | 1,797,480 | | | |
|
| | | Class A Voting Common Stock | | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Treasury Stock | | Total Stockholders’ Equity | | | Class A Voting Common Stock | | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Treasury Stock | | Total Stockholders’ Equity | |
| | Shares | | Amount | | | | | | | | | Shares | | Amount | | | | | Shares | | Amount | | | | | | | | | Shares | | Amount | | | |
Balance–December 31, 2020 | 130,347 | | | $ | 13 | | | | $ | 1,281,018 | | | $ | (10,407) | | | $ | 356,101 | | | 444 | | | $ | (6,000) | | | $ | 1,620,725 | | | |
Balance–December 31, 2021 | | Balance–December 31, 2021 | 138,279 | | | $ | 14 | | | | $ | 1,303,254 | | | $ | (506) | | | $ | 475,400 | | | 3,753 | | | $ | (59,172) | | | $ | 1,718,990 | | |
Comprehensive income | Comprehensive income | — | | | — | | | | — | | | 6,162 | | | 26,732 | | | — | | | — | | | 32,894 | | | Comprehensive income | — | | | — | | | | — | | | 18,226 | | | 34,558 | | | — | | | — | | | 52,784 | | |
Share-based compensation | Share-based compensation | 146 | | | — | | | | 2,723 | | | — | | | — | | | — | | | — | | | 2,723 | | | Share-based compensation | 350 | | | — | | | | 2,339 | | | — | | | — | | | — | | | — | | | 2,339 | | |
Exercise of employee stock options | Exercise of employee stock options | 20 | | | — | | | | 262 | | | — | | | — | | | — | | | — | | | 262 | | | Exercise of employee stock options | 105 | | | — | | | | 1,662 | | | — | | | — | | | — | | | — | | | 1,662 | | |
Payment of taxes for employee stock awards | Payment of taxes for employee stock awards | — | | | — | | | | (843) | | | — | | | — | | | — | | | — | | | (843) | | | Payment of taxes for employee stock awards | — | | | — | | | | (5,216) | | | — | | | — | | | — | | | — | | | (5,216) | | |
Exercise of public warrants | 672 | | | — | | | | 7,722 | | | — | | | — | | | — | | | — | | | 7,722 | | | |
| Balance–March 31, 2021 | 131,185 | | | $ | 13 | | | | $ | 1,290,882 | | | $ | (4,245) | | | $ | 382,833 | | | 444 | | | $ | (6,000) | | | $ | 1,663,483 | | | |
Comprehensive income (loss) | — | | | — | | | | — | | | (483) | | | 29,847 | | | — | | | — | | | 29,364 | | | |
Share-based compensation | 22 | | | — | | | | 1,640 | | | — | | | — | | | — | | | — | | | 1,640 | | | |
Exercise of employee stock options | 220 | | | — | | | | 3,135 | | | — | | | — | | | — | | | — | | | 3,135 | | | |
Exercise of public warrants | 209 | | | — | | | | 2,405 | | | — | | | — | | | — | | | — | | | 2,405 | | | |
Payment of taxes for employee stock awards | — | | | — | | | | (392) | | | — | | | — | | | — | | | — | | | (392) | | | |
Repurchase of common stock | Repurchase of common stock | (1,176) | | | — | | | | — | | | — | | | — | | | 1,176 | | | (16,691) | | | (16,691) | | | Repurchase of common stock | (459) | | | — | | | | — | | | — | | | — | | | 459 | | | (9,680) | | | (9,680) | | |
Balance–June 30, 2021 | 130,460 | | | $ | 13 | | | | $ | 1,297,670 | | | $ | (4,728) | | | $ | 412,680 | | | 1,620 | | | $ | (22,691) | | | $ | 1,682,944 | | | |
Comprehensive income | — | | | — | | | | — | | | 567 | | | 26,192 | | | — | | | — | | | 26,759 | | | |
Share-based compensation | — | | | — | | | | 2,642 | | | — | | | — | | | — | | | — | | | 2,642 | | | |
Exercise of employee stock options | 19 | | | — | | | | 255 | | | — | | | — | | | — | | | — | | | 255 | | | |
Exercise of public warrants, net of fees of $500 | 643 | | | — | | | | (494) | | | — | | | — | | | — | | | — | | | (494) | | | |
Payment of taxes for employee stock awards | — | | | — | | | | (42) | | | — | | | — | | | — | | | — | | | (42) | | | |
Reclassification of warrants | — | | | — | | | | 298 | | | — | | | — | | | — | | | — | | | 298 | | | |
Repurchase of common stock | (1,952) | | | — | | | | — | | | — | | | — | | | 1,952 | | | (33,372) | | | (33,372) | | | |
Balance–September 30, 2021 | 129,170 | | | $ | 13 | | | | $ | 1,300,329 | | | $ | (4,161) | | | $ | 438,872 | | | 3,572 | | | $ | (56,063) | | | $ | 1,678,990 | | | |
Balance–March 31, 2022 | | Balance–March 31, 2022 | 138,275 | | | $ | 14 | | | | $ | 1,302,039 | | | $ | 17,720 | | | $ | 509,958 | | | 4,212 | | | $ | (68,852) | | | $ | 1,760,879 | | |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands) | | | | Nine Months Ended | | | |
| | September 30, 2022 | | September 30, 2021 | | | Three Months Ended | |
| | | | | | | March 31, 2023 | | March 31, 2022 | |
Operating activities | Operating activities | | | Operating activities | | | | |
| Net income | $ | 131,303 | | | $ | 82,771 | | | |
| Depreciation and amortization | 44,500 | | | 37,992 | | | |
| | Debt discount amortization | 921 | | | 931 | | | |
| Change in fair value of warrant liabilities | — | | | 683 | | | |
| | Tax receivable agreement remeasurement | (860) | | | — | | | | Net income | $ | 38,289 | | | $ | 34,558 | | |
| | | Depreciation and amortization | 15,327 | | | 13,297 | | |
| | Unrealized foreign exchange losses (gains) | 790 | | | (177) | | | |
| | Non-cash lease expense | 375 | | | 971 | | | | Debt discount amortization | 264 | | | 308 | | |
| | Share-based compensation | 7,600 | | | 7,005 | | | |
| | | Unrealized foreign exchange losses | 52 | | | 317 | | |
| | Deferred taxes | 12,104 | | | 18,280 | | | | Non-cash lease expense | 73 | | | 125 | | |
| | | Share-based compensation | 3,011 | | | 2,339 | | |
| | Change in operating assets and liabilities: | | | | Realized and unrealized gains on short-term investments | (86) | | | — | | |
| | Accounts receivable | (51,904) | | | (31,240) | | | | Deferred taxes | 8,312 | | | 7,322 | | |
| | Inventories | (12,631) | | | 39 | | | | Change in operating assets and liabilities: | | |
| | Prepaids and other current assets | (468) | | | 13,991 | | | | Accounts receivable | (21,167) | | | (44,848) | | |
| | | Inventories | (2,092) | | | (7,054) | | |
| | Accounts payable and accrued expenses | 16,332 | | | 7,949 | | | | Prepaids and other current assets | 5,092 | | | 3,735 | | |
| | Customer trade allowances | 16,143 | | | 8,441 | | | | Accounts payable and accrued expenses | (23,016) | | | 10,866 | | |
| | | Customer trade allowances | 3,869 | | | 10,561 | | |
| | Net cash provided by operating activities | 164,205 | | | 147,636 | | | | Net cash provided by operating activities | 27,928 | | | 31,526 | | |
| Investing activities | Investing activities | | | Investing activities | | |
| | Purchases of property and equipment | (55,240) | | | (33,360) | | | | Purchases of property and equipment | (23,463) | | | (23,034) | | |
| | | Acquisition of short-term investments | (62,891) | | | — | | | |
| | Proceeds from maturity of short-term investments | 21,000 | | | — | | | | Proceeds from maturity of short-term investments | 18,000 | | | — | | |
| | Acquisition and development of software assets | (8,578) | | | (3,330) | | | | Acquisition and development of software assets | (964) | | | (1,825) | | |
| | Net cash used in investing activities | (105,709) | | | (36,690) | | | | Net cash used in investing activities | (6,427) | | | (24,859) | | |
| Financing activities | Financing activities | | | Financing activities | | |
| | Repayments of long-term debt and lease obligations | (8,375) | | | (8,375) | | | | Repayments of long-term debt and lease obligations | — | | | (2,792) | | |
| | | Repurchase of common stock | (13,669) | | | (9,680) | | |
| | | Tax payments related to issuance of shares to employees | (5,461) | | | (5,216) | | |
| | | Cash received from exercise of options and warrants | 2,112 | | | 1,662 | | |
| | | Payments on tax receivable agreement | (1,358) | | | (1,443) | | |
| | Repurchase of common stock | (94,050) | | | (50,063) | | | | Net cash used in financing activities | (18,376) | | | (17,469) | | |
| | Tax payments related to issuance of shares to employees | (5,582) | | | (1,277) | | | | Effect of exchange rate changes on cash and cash equivalents | (43) | | | 74 | | |
| Cash received from exercise of options and warrants | 2,541 | | | 13,285 | | | |
| Payments on tax receivable agreement | (9,313) | | | (9,270) | | | |
| | Net cash used in financing activities | (114,779) | | | (55,700) | | | |
| Effect of exchange rate changes on cash and cash equivalents | (2,048) | | | (184) | | | |
Net increase (decrease) in cash and cash equivalents | Net increase (decrease) in cash and cash equivalents | (58,331) | | | 55,062 | | | Net increase (decrease) in cash and cash equivalents | 3,082 | | | (10,728) | | |
Cash and cash equivalents at beginning of period | Cash and cash equivalents at beginning of period | 249,159 | | | 173,034 | | | Cash and cash equivalents at beginning of period | 98,584 | | | 249,159 | | |
Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 190,828 | | | $ | 228,096 | | | Cash and cash equivalents at end of period | $ | 101,666 | | | $ | 238,431 | | |
| | | | | | | | | | | | | | Supplemental Disclosures of Cash Flow Information: | Supplemental Disclosures of Cash Flow Information: | | Supplemental Disclosures of Cash Flow Information: | |
Cash paid during the period for: | Cash paid during the period for: | | Cash paid during the period for: | |
| | Interest, net of amounts capitalized | $ | 29,342 | | | $ | 29,019 | | | Interest, net of amounts capitalized | $ | 10,096 | | | $ | 9,678 | |
| | Net taxes paid | $ | 19,023 | | | $ | 1,568 | | | Net taxes paid (refunded) | $ | 6,416 | | | $ | (514) | |
Supplemental disclosure of non-cash investing: | Supplemental disclosure of non-cash investing: | | Supplemental disclosure of non-cash investing: | |
| | Accrued capital expenditures | $ | 23,103 | | | $ | 5,603 | | | Accrued capital expenditures | $ | 11,778 | | | $ | 5,433 | |
See accompanying notes to the unaudited condensed consolidated financial statements.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Description of Business
Hostess Brands, Inc. is a Delaware corporation headquartered in Lenexa, Kansas. The condensed consolidated financial statements include the accounts of Hostess Brands, Inc. and its subsidiaries (collectively, the “Company”). The Company is a leading sweet snacks company focused on developing, manufacturing, marketing, selling and distributing snacks in the U.S.North America primarily under the Hostess® brands and in North America under the Voortman® brands. The Company produces a variety of new and classic treats including iconic Hostess® Donettes®, Twinkies®, CupCakes, Ding Dongs® and Zingers®, as well as a variety of Voortman® branded cookies and wafers. The Hostess® brand dates back to 1919 when the Hostess® CupCake was introduced to the public, followed by Twinkies® in 1930.
Basis of Presentation
The Company’s operations are conducted through wholly-owned operating subsidiaries. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. For the periods presented, the Company has one reportable segment.
Adoption of New Accounting Standards
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rateInter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. In December 2022, the FASB issued ASU No. 2020-04No 2022-06, “Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848”, which extends the optional transition relief to ease the potential burden in accounting for reference rate reform on financial reporting. The transition relief is elective and effective as of March 12, 2020provided through December 31, 2022. Once elected, this ASU must2024 based on the expectation that the London Interbank Offered Rate (LIBOR) will cease to be applied prospectively for all eligible contract modifications.published as of June 30, 2023. The Company is evaluating the impact the new standard will adopt Topic 848 when its relevant contracts are modified upon transition to alternative reference rates. The Companyhave on the consolidated financial statements and related disclosures but does not expect the adoption of Topic 848 to haveanticipate a material impact on its consolidated financial statements.impact.
Principles of Consolidation
All intercompany balances and transactions related to activity between the Company and its wholly-owned subsidiaries have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and for the reported amounts of revenues and expenses during the reporting period.
Investments
The Company considers all investments purchased with original maturities of greater than three months, but less than one year as short-term investments and all investments purchased with original maturities of greater than one year as long-term investments.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company classifies its investments in debt securities where it has positive intent and ability to hold until maturity as held-to-maturity. As of September 30, 2022, the Company’s held-to-maturity investments classified as cash equivalents on the condensed consolidated balance sheet totaled $63.6 million, which consisted of $34.8 million of commercial paper, $12.9 million of U.S. treasury securities and $15.9 million of U.S. agency bonds and held-to-maturity investments classified as short-term investments on the condensed consolidated balance sheet totaled $41.9 million, which consisted of $20.0 million of commercial paper, $12.9 million of U.S. treasury securities and $9.0 million of U.S. agency bonds. As of December 31, 2021, the Company had no held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost, which approximates fair value, and realized gains or losses are reported in interest expense, net on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recognized $0.5 million and $0.6 million in realized gains, respectively. The Company’s held-to-maturity investments are classified as Level 2 in the fair value hierarchy because they are valued using inputs other than quoted prices, which are directly or indirectly observable in the market, including prices for similar assets in active markets as well as quoted prices for identical or similar assets in markets that are not active.
Accounts Receivable
Accounts receivable represents amounts invoiced to customers for performance obligations which have been satisfied. As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company’s accounts receivable were $199.9$190.0 million and $148.2$168.8 million, respectively, which have been reduced by an allowance for damages occurring during shipment, quality claims and doubtful accounts in the amount of $4.3 million and $3.0$5.8 million for theboth periods ended September 30, 2022March 31, 2023 and December 31, 2021, respectively.
The allowance for doubtful accounts represents the Company’s estimate of expected credit losses related to trade receivables. To estimate the allowance for doubtful accounts, the Company leverages information on historical losses, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are written off against the allowance when the Company deems the amount is uncollectible.2022.
Inventories
Inventories are stated at the lower of cost or net-realizable value on a first-in first-out basis. Abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) are expensed in the period they are incurred.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
| (In thousands) | (In thousands) | September 30, 2022 | | December 31, 2021 | (In thousands) | March 31, 2023 | | December 31, 2022 |
| Ingredients and packaging | Ingredients and packaging | $ | 33,629 | | | $ | 22,607 | | Ingredients and packaging | $ | 33,459 | | | $ | 35,410 | |
Finished goods | Finished goods | 28,047 | | | 26,988 | | Finished goods | 31,253 | | | 26,133 | |
Inventory in transit to customers | Inventory in transit to customers | 3,768 | | | 3,218 | | Inventory in transit to customers | 2,786 | | | 3,863 | |
| | $ | 65,444 | | | $ | 52,813 | | | $ | 67,498 | | | $ | 65,406 | |
Capitalized Interest
The Company capitalizes a portion of the interest on its term loan (see Note 4. Debt and Lease Obligations) related to certain property and equipment during its construction period. The capitalized interest is recorded as part of the asset to which it relates and depreciated over the asset’s estimated useful life. The Company capitalized interest of $0.3 million and $0.5$1.7 million during the three and nine months ended September 30, 2022, respectively.March 31, 2023. No interest was capitalized during the three and nine months ended September 30, 2021.March 31, 2022. Capitalized interest is included in property and equipment, net on the condensed consolidated balance sheets.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Software Costs
Capitalized software is included in other assets on the condensed consolidated balance sheets in the amount of $20.1$21.0 million and $14.7$21.4 million, net of accumulated amortization of $24.0 million and $22.6 million as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Capitalized software costs are amortized over their estimated useful life of up to five years commencing when such assets are ready for their intended use. Software amortization expense included in general and administrative expense on the condensed consolidated statements of operations was $1.1 million and $3.2$1.4 million for the three and nine months ended September 30, 2022, respectively,March 31, 2023, compared to $1.0 million and $2.9 million for the three and nine months ended September 30, 2021,March 31, 2022, respectively.
Disaggregation of Revenue
Net revenue consists of sales of packaged food products primarily within the Sweet Baked Goods (“SBG”) category in the United States, as well as in the Cookie category in the United States and Canada.
The following tables disaggregate revenue by geographical market and category. | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
(In thousands) | Sweet Baked Goods | | | | Cookies | | Total |
United States | $ | 308,430 | | | | | $ | 32,714 | | | $ | 341,144 | |
Canada | — | | | | | 4,259 | | | 4,259 | |
| $ | 308,430 | | | | | $ | 36,973 | | | $ | 345,403 | |
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2022 |
(In thousands) | Sweet Baked Goods | | | | Cookies | | Total |
United States | $ | 307,332 | | | | | $ | 33,573 | | | $ | 340,905 | |
Canada | — | | | | | 5,321 | | | 5,321 | |
| $ | 307,332 | | | | | $ | 38,894 | | | $ | 346,226 | |
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2021 |
(In thousands) | Sweet Baked Goods | | | | Cookies | | Total |
United States | $ | 258,818 | | | | | $ | 25,185 | | | $ | 284,003 | |
Canada | — | | | | | 3,966 | | | 3,966 | |
| $ | 258,818 | | | | | $ | 29,151 | | | $ | 287,969 | |
| | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2022 |
(In thousands) | Sweet Baked Goods | | | | Cookies | | Total |
United States | $ | 907,141 | | | | | $ | 96,837 | | | $ | 1,003,978 | |
Canada | — | | | | | 14,771 | | | 14,771 | |
| $ | 907,141 | | | | | $ | 111,608 | | | $ | 1,018,749 | |
| | | Nine Months Ended September 30, 2021 | | Three Months Ended March 31, 2022 |
(In thousands) | (In thousands) | Sweet Baked Goods | | | Cookies | | Total | (In thousands) | Sweet Baked Goods | | | Cookies | | Total |
United States | United States | $ | 759,010 | | | | $ | 73,394 | | | $ | 832,404 | | United States | $ | 296,372 | | | | $ | 30,916 | | | $ | 327,288 | |
Canada | Canada | — | | | | 12,471 | | | 12,471 | | Canada | — | | | | 4,763 | | | 4,763 | |
| | $ | 759,010 | | | | $ | 85,865 | | | $ | 844,875 | | | $ | 296,372 | | | | $ | 35,679 | | | $ | 332,051 | |
Concentrations
The Company had one customer (together with its affiliates) that accounted for 19.7%18.3% and 20.2%20.7% of total net revenue for the three and nine months ended September 30,March 31, 2023 and 2022, respectively, and 18.0% and 18.8% for the three and nine months ended September 30, 2021, respectively.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Property and Equipment
Property and equipment consists of the following:
| (In thousands) | (In thousands) | September 30, 2022 | | December 31, 2021 | (In thousands) | March 31, 2023 | | December 31, 2022 |
| Land and buildings | Land and buildings | $ | 74,872 | | | $ | 70,692 | | Land and buildings | $ | 81,631 | | | $ | 81,405 | |
Right of use assets, operating | Right of use assets, operating | 32,637 | | | 32,192 | | Right of use assets, operating | 32,170 | | | 32,170 | |
Machinery and equipment | Machinery and equipment | 306,272 | | | 299,071 | | Machinery and equipment | 328,110 | | | 315,149 | |
Construction in progress | Construction in progress | 86,093 | | | 26,027 | | Construction in progress | 130,607 | | | 118,679 | |
| | 499,874 | | | 427,982 | | | 572,518 | | | 547,403 | |
Less accumulated depreciation and amortization | Less accumulated depreciation and amortization | (114,789) | | | (92,677) | | Less accumulated depreciation and amortization | (129,555) | | | (122,090) | |
| | $ | 385,085 | | | $ | 335,305 | | | $ | 442,963 | | | $ | 425,313 | |
Depreciation expense was $9.5$8.0 million and $23.7$6.4 million for the three and nine months ended September 30,March 31, 2023 and 2022, compared to $5.9 million and $17.4 million for the three and nine months ended September 30, 2021, respectively.
3. Accrued Expenses and Other Current Liabilities
Included in accrued expenses and other current liabilities are the following:
| (In thousands) | (In thousands) | September 30, 2022 | | December 31, 2021 | (In thousands) | March 31, 2023 | | December 31, 2022 |
| Incentive compensation | $ | 22,756 | | | $ | 21,172 | | |
Payroll, vacation and other compensation | Payroll, vacation and other compensation | 12,870 | | | 7,791 | | Payroll, vacation and other compensation | $ | 8,812 | | | $ | 6,195 | |
Accrued interest | Accrued interest | 5,645 | | | 4,828 | | Accrued interest | 7,820 | | | 7,850 | |
Interest rate swap and foreign currency contracts | 639 | | | 2,042 | | |
Incentive compensation | | Incentive compensation | 5,232 | | | 29,045 | |
| Other | Other | 12,603 | | | 11,176 | | Other | 11,815 | | | 16,843 | |
| | $ | 54,513 | | | $ | 47,009 | | | $ | 33,679 | | | $ | 59,933 | |
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Debt and Lease Obligations
A summary of the carrying value of the debt and lease obligations are as follows:
| (In thousands) | (In thousands) | September 30, 2022 | | December 31, 2021 | (In thousands) | March 31, 2023 | | December 31, 2022 |
| Term loan (5.1% as of September 30, 2022) | | | | |
Term loan (7.1% as of March 31, 2023) | | Term loan (7.1% as of March 31, 2023) | | | |
Principal | Principal | $ | 1,083,221 | | | $ | 1,091,596 | | Principal | $ | 983,221 | | | $ | 983,221 | |
Unamortized debt premium and issuance costs | Unamortized debt premium and issuance costs | (3,101) | | | (3,679) | | Unamortized debt premium and issuance costs | (2,323) | | | (2,563) | |
| | 1,080,120 | | | 1,087,917 | | | 980,898 | | | 980,658 | |
Lease obligations | Lease obligations | 23,045 | | | 26,228 | | Lease obligations | 21,504 | | | 22,348 | |
Total debt and lease obligations | Total debt and lease obligations | 1,103,165 | | | 1,114,145 | | Total debt and lease obligations | 1,002,402 | | | 1,003,006 | |
Less: Current portion of long term debt and lease obligations | Less: Current portion of long term debt and lease obligations | (14,251) | | | (14,170) | | Less: Current portion of long term debt and lease obligations | (4,176) | | | (3,917) | |
Long-term portion | Long-term portion | $ | 1,088,914 | | | $ | 1,099,975 | | Long-term portion | $ | 998,226 | | | $ | 999,089 | |
At September 30, 2022, minimum debt repaymentsMarch 31, 2023, there are no principal payments due under the Company’s aggregate term loan are due as follows:loans until maturity on August 3, 2025.
| | | | | | | | |
(In thousands) | | |
2022 | | $ | 2,792 | |
2023 | | 11,167 | |
2024 | | 11,167 | |
2025 | | 1,058,095 | |
| | |
| | |
Including the impact of the interest rate swap contracts, at March 31, 2023, the Company's aggregate term loans had an effective interest rate of 4.8%.Leases
The Company has entered into operating leases for certain properties whichthat expire at various times through 2026.2030. The Company determines if an arrangement is a lease at inception.
At September 30, 2022March 31, 2023 and December 31, 2021,2022, right of use assets related to operating leases are included in property and equipment, net on the condensed consolidated balance sheets (see Note 2. Property and Equipment). As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had no outstanding financing leases. Lease liabilities for operating leases are included in the current and non-current portions of long-term debt and lease obligations on the condensed consolidated balance sheets.
The table below shows the composition of lease expense:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | |
(In thousands) | (In thousands) | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 | (In thousands) | March 31, 2023 | | March 31, 2022 | |
| Operating lease expense | Operating lease expense | $ | 1,623 | | | $ | 1,504 | | | $ | 4,811 | | | $ | 4,928 | | Operating lease expense | $ | 1,663 | | | $ | 1,603 | | |
Short-term lease expense | Short-term lease expense | 645 | | | 501 | | | 1,479 | | | 1,083 | | Short-term lease expense | 505 | | | 373 | | |
Variable lease expense | Variable lease expense | 403 | | | 367 | | | 1,176 | | | 1,109 | | Variable lease expense | 402 | | | 382 | | |
| | $ | 2,671 | | | $ | 2,372 | | | $ | 7,466 | | | $ | 7,120 | | | $ | 2,570 | | | $ | 2,358 | | |
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Derivative Instruments
Interest Rate Swap and Foreign Currency Contracts
The Company entered into interest rate swap contracts with counterparties to make a series of payments based on fixed rates ranging from 1.11% to 2.06% in addition to the term loan margin of 2.25% and receive a series of payments based on the greater of LIBOR or 0.75%. Both the fixed and floating payment streams are based on the September 30, 2022March 31, 2023 notional amount of $700 million, outstanding through the maturity date of the term loan in August 2025. The Company entered into these transactions to reduce its exposure to changes in cash flows associated with its variable rate debt and has designated these derivatives as cash flow hedges. At September 30, 2022,March 31, 2023, the interest on the Company’s variable rate debt hedged by these contracts is effectively fixed at rates ranging from 3.36% to 4.31%, which includes the term loan margin of 2.25%.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
To reduce the effect of fluctuations in Canadian dollar (“CAD”) denominated expenses relative to their U.S. dollar equivalents originating from its Canadian operations, the Company entered into CAD purchase contracts. The contracts provide for the Company to sell a total of $9.5$3.2 million USD for $12.1$4.1 million CAD at varying defined settlement dates through June 2023. The Company has designated these contracts as cash flow hedges.
A summary of the fair value of interest rate and foreign currency instruments is as follows:
| (In thousands) | (In thousands) | | September 30, 2022 | | December 31, 2021 | (In thousands) | | March 31, 2023 | | December 31, 2022 |
Asset derivatives | Asset derivatives | | Location | | | | | Asset derivatives | | Location | | | | |
Interest rate swap contracts (1) | Interest rate swap contracts (1) | | Other non-current assets | | $ | 50,219 | | | $ | 1,803 | | Interest rate swap contracts (1) | | Other non-current assets | | $ | 40,087 | | | $ | 48,539 | |
| | Liability derivatives | Liability derivatives | | Location | | Liability derivatives | | Location | |
Interest rate swap contracts (1) | | Accrued expenses | | $ | — | | | $ | 1,798 | | |
| Foreign currency contracts (2) | Foreign currency contracts (2) | | Accrued expenses | | 639 | | | 244 | | Foreign currency contracts (2) | | Accrued expenses | | $ | 183 | | | $ | 423 | |
| | $ | 639 | | | $ | 2,042 | | |
(1) The fair values of interest rate swap contracts are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves (Level 2).
(2) The fair values of foreign currency contracts are measured at each reporting period by comparison to available market information on similar contracts (Level 2).
A summary of the gains and losses related to interest rate and foreign currency instruments on the condensed consolidated statements of operations is as follows:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | |
(In thousands) | (In thousands) | | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 | (In thousands) | | March 31, 2023 | | March 31, 2022 | |
(Gain ) Loss on derivative contracts designated as cash flow hedges | (Gain ) Loss on derivative contracts designated as cash flow hedges | | Location | | | | | | | | | (Gain ) Loss on derivative contracts designated as cash flow hedges | | Location | | | | | |
Interest rate swap contracts | Interest rate swap contracts | | Interest expense, net | | $ | (1,325) | | | $ | 962 | | | $ | 560 | | | $ | 3,441 | | Interest rate swap contracts | | Interest expense, net | | $ | (4,672) | | | $ | 1,062 | | |
Foreign currency contracts | Foreign currency contracts | | Cost of goods sold | | 137 | | | — | | | 137 | | | — | | Foreign currency contracts | | Cost of goods sold | | 140 | | | — | | |
| | $ | (1,188) | | | $ | 962 | | | $ | 697 | | | $ | 3,441 | | | $ | (4,532) | | | $ | 1,062 | | |
|
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. Earnings per Share
Basic earnings per share is calculated by dividing net income for the period by the weighted average number of shares of Class A common stock outstanding for the period excluding non-vested share-based awards. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including RSUs andrestricted stock units (“RSUs”), stock options as well as public and private placement warrants.Employee Stock Purchase Plan (“ESPP”) awards.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Below are basic and diluted net income per share:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
Numerator: | | | | | | | | |
Net income (in thousands) | | $ | 66,269 | | | $ | 26,192 | | | $ | 131,303 | | | $ | 82,771 | |
| | | | | | | | |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted-average Class A shares outstanding - basic | | 136,436,428 | | | 129,846,551 | | | 137,636,441 | | | 130,679,974 | |
Dilutive effect of warrants | | — | | | 7,462,176 | | | — | | | 6,700,256 | |
Dilutive effect of RSUs | | 646,474 | | | 564,237 | | | 566,463 | | | 515,334 | |
Dilutive effect of stock options | | 521,354 | | | 185,902 | | | 499,268 | | | 140,807 | |
Weighted-average shares outstanding - diluted | | 137,604,256 | | | 138,058,866 | | | 138,702,172 | | | 138,036,371 | |
| | | | | | | | |
Net income per Class A share - basic | | $ | 0.49 | | | $ | 0.20 | | | $ | 0.95 | | | $ | 0.63 | |
| | | | | | | | |
Net income per Class A share - diluted | | $ | 0.48 | | | $ | 0.19 | | | $ | 0.95 | | | $ | 0.60 | |
| | | | | | | | |
For warrants that are liability-classified, during periods when the impact would be dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. All warrants were exercised or expired as of December 31, 2021. | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | March 31, 2023 | | March 31, 2022 | | | | |
Numerator: | | | | | | | | |
Net income (in thousands) | | $ | 38,289 | | | $ | 34,558 | | | | | |
| | | | | | | | |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted-average Class A shares outstanding - basic | | 133,551,603 | | | 138,602,451 | | | | | |
| | | | | | | | |
Dilutive effect of RSUs | | 499,273 | | | 484,295 | | | | | |
Dilutive effect of stock options and ESPP awards | | 502,246 | | | 478,390 | | | | | |
Weighted-average shares outstanding - diluted | | 134,553,122 | | | 139,565,136 | | | | | |
| | | | | | | | |
Net income per Class A share - basic | | $ | 0.29 | | | $ | 0.25 | | | | | |
| | | | | | | | |
Net income per Class A share - diluted | | $ | 0.28 | | | $ | 0.25 | | | | | |
| | | | | | | | |
7. Income Taxes
The Company is subject to U.S. federal, state and local income taxes as well as Canadian income tax on its controlled foreign subsidiary. The income tax provision is determined based on the estimated full year effective tax rate, adjusted for infrequent or unusual items, which are recognized on a discrete basis in the period they occur. The Company’s estimated annual effective tax rate is 27.3%27% prior to taking into account any discrete items.
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. Tax Receivable Agreement Obligations
The following table summarizes activity related to the tax receivable agreement for the ninethree months ended September 30, 2022:March 31, 2023:
| | | | | |
(In thousands) | |
Balance December 31, 20212022 | $ | 145,865135,692 | |
| |
| |
Remeasurement due to change in estimated state tax rate | (860) | |
Payments | (9,313)(1,358) | |
Balance September 30, 2022March 31, 2023 | $ | 135,692134,334 | |
As of September 30, 2022 the future expected payments under the tax receivable agreement are as follows:
| | | | | |
(In thousands) | |
2022 | $ | 2,300 | |
2023 | 10,300 | |
2024 | 6,700 | |
2025 | 8,500 | |
2026 | 11,200 | |
Thereafter | 96,692 | |
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Commitments and Contingencies
Liabilities related to legal proceedings are recorded when it is probable that a liability has been incurred and the associated amount can be reasonably estimated. Where the estimated amount of loss is within a range of amounts and no amount within the range is a better estimate than any other amount, the minimum amount is accrued. As additional information becomes available, potential liabilities are reassessed and the estimates revised, if necessary. Any accrued liabilities are subject to change in the future based on new developments in each matter, or changes in circumstances, which could have a material effect on the Company’s financial condition and results of operations.
In December 2020, the Company asserted claims for indemnification against the sellers under the terms of the Share Purchase Agreement pursuant to which the Company acquired Voortman (the “Agreement”). The claims arose for damages arising out of alleged breaches by the sellers of certain representations, warranties and covenants contained in the Agreementsuch agreement relating to periods prior to the closing of the acquisition. The Company also submitted claims relating to these alleged breaches under the representation and warranty insurance policy (“RWI”) it purchased in connection with the acquisition. In Junethe third quarter of 2022, the RWI insurers agreed to paypaid the Company $42.5 million CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches. During the three months ended September 30, 2022, the Company received the Proceeds and recognized a gain of $42.5 million CAD ($33.0 million) in other expense (income) on its condensed consolidated statement of operations. Per agreement with the RWI insurers, under no circumstances will the Company be required to return the Proceeds.
On November 1,3, 2022, pursuant to the agreement with the RWI insurer, the Company, through its subsidiary Voortman Cookies Limited requested thatbrought claims in the Ontario (Canada) Superior Court of Justice issue a Statement of Claim (the “Claim”), related to the breaches against certain of the sellers from whom Voortman was acquired. The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce the Company to overpay for Voortman. The Company is seeking damages of $109 million CAD representing the amount of the aggregate liability of the sellers for indemnification under the Agreement, $5.0 million CAD in punitive or aggravated damages, interest, proceedings fees and any other relief the presiding court deems appropriate. A portion of any recovery will be shared with the RWI insurers. Although the Company strongly believes that its Claim against the
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
sellers is meritorious, no assurance can be given as to whether the Company will recover all, or any part, of the amounts it is pursuing.
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 Hostess Brands, Inc. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, and our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. The terms “our”, “we,” “us,” and “Company” as used herein refer to Hostess Brands, Inc. and its consolidated subsidiaries.
Overview
We are a leading sweet snacks company focused on developing, manufacturing, marketing, selling and distributing snacks in the U.S.North America, primarily under the Hostess® brands and in North America under the Voortman® brands. Our direct-to-warehouse (“DTW”) product distribution system allows us to deliver to our customers’ warehouses. Our customers in turn distribute to the retail stores.
Hostess® is the second leading brand by market share within the Sweet Baked Goods (SBG) category, according to Nielsen U.S. total universe. For the 13-week period ended OctoberApril 1, 2022,2023, our branded SBG (which includes Hostess®, Dolly Madison®, Cloverhill® and Big Texas®) market share was 21.4%20.3% per Nielsen’s U.S. SBG category data.
Factors Impacting Recent Results
We believe volatility in certain aspects of the global supply chain have had a continued impact on our operations, including the cost and availability ofcontinue to experience increased labor, transportation and raw materials. Various macro factors, including, but not limited to, the COVID-19 pandemic, labor market trends, rising fuelmaterials, and transportation costs the conflict in Ukraine, the Avian Influenza and overall elevated demand for goods, have led to fragility in the supply chain. We have attempted to mitigate the impact of these cost increases on our business, to the extent possible, by locking in prices on certain raw materials and through pricing actions implemented with customers in 2021 and 2022.
current economic climate. Given the fragilityvolatility of the global supply-chain environment, our ability to source raw materials for our production facilities orand produce and ship products to meet the needs of our customers may be materially impacted. We continue to work closely with all of our vendors, distributors, contract manufacturers, and other external business partners to maintainensure availability of our products for our customers and consumers.
Operating Results
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
(In thousands, except per share data) | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
Net revenue | $ | 346,226 | | | $ | 287,969 | | | $ | 1,018,749 | | | $ | 844,875 | |
Gross profit | 115,421 | | | 98,979 | | | 343,745 | | | 299,604 | |
As a % of net revenue | 33.3 | % | | 34.4 | % | | 33.7 | % | | 35.5 | % |
| | | | | | | |
Operating costs and expenses | 61,032 | | | 52,375 | | | 180,038 | | | 152,829 | |
Operating income | 54,389 | | | 46,604 | | | 163,707 | | | 146,775 | |
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| | | | | | | |
Other expense (income) | (21,645) | | | 10,534 | | | (2,309) | | | 32,390 | |
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Income tax expense | 9,765 | | | 9,878 | | | 34,713 | | | 31,614 | |
Net income | 66,269 | | | 26,192 | | | 131,303 | | | 82,771 | |
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Earnings per Class A share: | | | | | | | |
Basic | $ | 0.49 | | | $ | 0.20 | | | $ | 0.95 | | | $ | 0.63 | |
Diluted | $ | 0.48 | | | $ | 0.19 | | | $ | 0.95 | | | $ | 0.60 | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
(In thousands, except per share data) | March 31, 2023 | | March 31, 2022 | | | | |
Net revenue | $ | 345,403 | | | $ | 332,051 | | | | | |
Gross profit | 120,717 | | | 115,624 | | | | | |
As a % of net revenue | 34.9 | % | | 34.8 | % | | | | |
| | | | | | | |
Operating costs and expenses | 58,624 | | | 57,277 | | | | | |
Operating income | 62,093 | | | 58,347 | | | | | |
| | | | | | | |
| | | | | | | |
Other expense (income) | 10,366 | | | 10,102 | | | | | |
| | | | | | | |
Income tax expense | 13,438 | | | 13,687 | | | | | |
Net income | 38,289 | | | 34,558 | | | | | |
| | | | | | | |
| | | | | | | |
Earnings per Class A share: | | | | | | | |
Basic | $ | 0.29 | | | $ | 0.25 | | | | | |
Diluted | $ | 0.28 | | | $ | 0.25 | | | | | |
Results of Operations
Net Revenue
Net revenue for the three months ended September 30, 2022March 31, 2023 increased $58.2$13.3 million, or 20.2%4.0%, compared to the three months ended September 30, 2021.March 31, 2022. Contribution from previously taken pricing actions and product mix provided 20.1%14.6% of the growth, while higher volumes accounted for 0.1% of the quarterly growth.offset by a 10.6% decline from volume. Compared to the same period last year, SBG net revenue increased $48.5$12.0 million or 18.7%4.0%, while cookies net revenue increased $9.7$1.3 million or 33.2%.
Net revenue for the nine months ended September 30, 2022 increased $173.8 million, or 20.6%, compared to the nine months ended September 30, 2021. Contribution from previously taken pricing actions and favorable product mix provided nearly 14.8% of the growth, while higher volumes accounted for 5.8% of the year-to-date growth. Compared to the same period last year, SBG net revenue increased $148.1 million or 19.5%, while cookies net revenue increased $25.7 million or 29.9%3.6%.
Gross Profit
Gross profit increased 16.6%4.4% and was 33.3%34.9% of net revenue for the three months ended September 30, 2022, a decreaseMarch 31, 2023, an increase of 10513 basis points from a gross margin of 34.4%34.8% for the three months ended September 30, 2021.March 31, 2022. The decreaseincrease in gross margin was due to inflation and inefficiencies caused by supply-chain fragility, partially offset by favorable price/mix including revenue growth management initiatives, and productivity benefits.benefits which more than offset higher supply chain costs, including inflation. The increase in gross profit was primarily attributed to favorable price/mix.
Gross profit increased 14.7% and was 33.7% of net revenue for the nine months ended September 30, 2022, a decrease of 172 basis points from a gross margin of 35.5% for the nine months ended September 30, 2021. The decrease in gross margin was attributed to inflation and inefficiencies caused by supply-chain fragility, partially offset by favorable price/mix, including revenue growth management initiatives, and productivity benefits. Gross profit increased due to favorable price/mix and higher volume.productivity, partially offset by inflation.
Operating Costs and Expenses
Operating costs and expenses for the three months ended September 30, 2022March 31, 2023 were $61.0$58.6 million, compared to $52.4$57.3 million for the three months ended September 30, 2021.March 31, 2022. The increase was primarily attributed to the planned increase in advertising investments, higher investmentsdepreciation and higher share-based compensation expense, partially offset by project consulting costs included in our workforce, depreciation expense and advertising expense.
Operating costs and expenses for the nine months ended September 30, 2022 were $180.0 million, compared to $152.8 million for the nine months ended September 30, 2021. The increase was primarily attributed to higher investments in our workforce as well as higher advertising expense and depreciation expense.
Other Expense (Income)
Other incomeexpense for the three months ended September 30, 2022March 31, 2023 was $21.6$10.4 million compared to expense of $10.5$10.1 million for the three months ended September 30, 2021.March 31, 2022. The increase in other incomeexpense was primarily due to a gain from receipt of insurance proceeds of $33.0 million under the representation and warranty insurance policy purchased in connection with the Voortman acquisition. Interestinterest expense on our term loanloans which was $11.1 million and $9.6 million for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively.
Other income for the nine months ended September 30, 2022 was $2.3 million compared to expense of $32.4 million for the nine months ended September 30, 2021. The increaserespectively, partially offset by a decrease in other income was due to a gain from receipt of insurance proceeds of $33.0 million under the representation and warranty insurance policy purchased in connection with the Voortman acquisition as well as lapping costs related to certain corporate initiatives in the prior year period. Interest expense on our term loan was $30.2 million and $29.0 million for the nine months ended September 30, 2022 and 2021, respectively.foreign currency remeasurement.
Income Taxes
Our effective tax rate for the three months ended September 30, 2022March 31, 2023 was 12.8%26.0% compared to 27.4%28.4% for the three months ended September 30, 2021.March 31, 2022. The effectivedecrease in the tax rate foris attributed to a discrete tax benefit of $0.5 million during the three months ended September 30, 2022, was impacted favorably by the $33.0March 31, 2023 as compared to a discrete tax expense of $0.6 million non-taxable gain related to receipt of proceeds under the representation and warranty insurance policy. Additionally, the effective tax rate forduring the three months ended September 30,March 31, 2022, reflects a tax benefitboth related to revaluing our deferred tax liabilities due to a change in the estimated state tax rate.share-based compensation.
Our effective tax rate for the nine months ended September 30, 2022 was 20.9% compared to 27.6% for the nine months ended September 30, 2021. The effective tax rate for the nine months ended September 30, 2022 was impacted favorably by the $33.0 million non-taxable gain related to receipt of proceeds under the representation and warranty insurance policy. Additionally, the effective tax rate for the nine months ended September 30, 2022 reflects a tax benefit related to revaluing our deferred tax liabilities due to a change in the estimated state tax rate.
Liquidity and Capital Resources
Our primary sources of liquidity are from cash on hand, future cash flow generated from operations, and availability under our revolving credit agreement (“Revolver”). We believe that cash flows from operations and the current cash and cash equivalents and short-term investments on the balance sheet will be sufficient to satisfy the anticipated cash requirements associated with our existing operations for at least the next 12 months. Our future cash requirements include, but are not limited to, the purchase commitments for certain raw materials and packaging used in our production process, scheduled rent on leased facilities, scheduled debt service payments on our term loan, settlements on related interest rate swap contracts, payments on our tax receivable agreement, settlements on our outstanding foreign currency contracts and outstanding purchase orders on capital projects.
Our ability to generate sufficient cash from our operating activities depends on our future performance, which is subject to general economic, political, financial, competitive and other factors beyond our control. In addition, future cash requirements could be higher than we currently expect as a result of various factors, including any expansion of our business that we undertake, such as acquisitions or bringing new production facilities on line. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
We had working capital, excluding cash and short-term investments, as of September 30, 2022March 31, 2023 and December 31, 20212022 of $31.7$62.5 million and $17.9$44.2 million, respectively. We have the ability to borrow under the Revolver to meet obligations as they come due. As of September 30, 2022,March 31, 2023, we had approximately $93.9$94.1 million available for borrowing, net of letters of credit, under our Revolver.
Cash Flows from Operating Activities
Cash flows provided by operating activities for the ninethree months ended September 30,March 31, 2023 and 2022 and 2021 were $164.2$27.9 million and $147.6$31.5 million, respectively. Operating cash flow benefited from current year improvement in profitability, including the insurance proceeds of $33.0 million,flows were lower due to higher tax and incentive compensation payments partially offset by an increasefavorable working capital fluctuations and increased profitability in tax payments and an increase in working capital.
Cash Flows from Investing Activities
Investing activities used $105.7$6.4 million and $36.7$24.9 million of cash for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. On February 22, 2022, we purchased a facility in Arkadelphia, Arkansas for a total purchase price of $11.5 million. Additional capital expenditures were incurred on this project duringDuring the ninethree months ended September 30, 2022, andMarch 31, 2023, we expect elevated capital expenditures due to this project throughout the remainder of 2022. Additionally, during the nine months ended September 30, 2022, we invested in short-term marketable securities of $62.9 million and received proceeds from maturity of short-term marketable securities of $21.0$18.0 million. We did not have any proceeds from maturity of short-term investments during the three months ended March 31, 2022.
Cash Flows from Financing Activities
Financing activities used $114.8$18.4 million and $55.7$17.5 million for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021.respectively. The net outflow in the current-yearcurrent year period consisted of cash used to repurchase 4.20.6 million shares of our common stock under existing securitiesshare repurchase authorizations for an amount of $13.7 million and an average price per share of $24.38, as well as tax payments related to issuance of shares to employees and scheduled payments under the tax receivable agreement, and term loan.offset by cash inflows from the proceeds on exercise of employee stock options. The net outflow in the prior-year period reflects proceeds on exercise of employee stock options, and proceeds from the exercise of public warrants, offset by cash used to repurchase 3.10.5 million shares of our common stock under existing securities repurchase authorizationsfor an amount of $9.7 million and an average price per share of $21.09 and scheduled payments under the tax receivable agreement and term loan.
Long-Term Debt
As of September 30, 2022, $1,083.2March 31, 2023, $983.2 million aggregate principal amount of the term loan was outstanding and letters of credit worth up to $6.1$5.9 million aggregate principal amount were available,outstanding, reducing the amount available under the Revolver. We had no outstanding borrowings under our Revolver as of September 30, 2022,March 31, 2023, with a remaining borrowing capacity of $93.9$94.1 million. As of September 30, 2022,March 31, 2023, we were in compliance with the covenants under the term loan and the Revolver.
Contractual Obligations, Commitments and Contingencies
There were no material changes, outside the ordinary course of business, in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021.During the three months ended September 30, 2022, we received the proceeds from the agreement with the insurers of the representation and warranty insurance policy related to the acquisition of Voortman and recognized as a gain of $33.0 million in other expense (income) on our condensed consolidated statement of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2021.2022. Our exposures to market risk have not changed materially since December 31, 2021.2022.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities and Exchange Act of 1934, as amended (the Exchange Act)) as of September 30, 2022,March 31, 2023, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2022March 31, 2023 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
During the three months ended September 30, 2022,March 31, 2023, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
We are involved from time to time in lawsuits, claims and proceedings arising in the ordinary course of business. These matters typically involve personnel and employment issues, personal injury claims, contract matters and other proceedings arising in the ordinary course of business. Although we do not expect the outcome of these matters to have a material adverse effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore, we could incur judgments enter into settlements or be subject to claims that could materially impact our results.
On NovemberThe information required to be furnished by us under this Part II, Item 1 2022, our subsidiary, Voortman Cookies Limited, a British Columbia corporation, issued a Statement of Claim (the “Claim”)(Legal Proceedings) is incorporated by reference to the information contained in the Ontario (Canada) Superior Court of Justice against certain sellers from whom we acquired Voortman (SPC Partners V, LP, Douglas MacFarlane, Diana Fife, Kenrick Cross, Joseph Nischbach, Chester Czerny and Stephanie Musika). See Note 9. Commitments and Contingencies, to ourthe Unaudited Condensed Consolidated Financial Statements for more information.Statements.
Item 1A. Risk Factors
Our risk factors are set forth in the “Risk Factors” section of our Annual Report on Form 10-K filed on March 1, 2022.February 21, 2023. There have been no material changes to our risk factors since the filing of the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchase of Equity Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total number of securities repurchased | | Average price paid per share | | Total number of securities purchased as part of publicly announced plans or programs | | Approximate dollar value of securities that may yet be purchased under the program (in millions) (1) |
July 1 - 31, 2022 | | — | | | $ | — | | | — | | | $ | 103.0 | |
August 1 - 31, 2022 (2) | | 537,226 | | | 23.24 | | | 537,226 | | | 91.0 | |
September 1 -30, 2022 (2) | | 1,400,627 | | | 23.63 | | | 1,400,627 | | | 58.0 | |
| | 1,937,853 | | | | | 1,937,853 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total number of securities repurchased | | Average price paid per share | | Total number of securities purchased as part of publicly announced plans or programs | | Approximate dollar value of securities that may yet be purchased under the program (in millions) (1) |
January 1 - 31, 2023 | | — | | | $ | — | | | — | | | $ | 21.7 | |
February 1 - 28, 2023 | | — | | | — | | | — | | | 21.7 | |
March 1 - 31, 2023 | | 560,610 | | | 24.38 | | | 560,610 | | | 8.0 | |
| | 560,610 | | | | | 560,610 | | | |
(1)In February 2022, our Board of Directors approved a securities repurchase program of up to $150 million of our outstanding securities. As of September 30, 2022,March 31, 2023, there was $58.0$8.0 million remaining under this program. The program has no expiration date. The program may be amended, suspended or discontinued at any time at our discretion and does not commit us to repurchase our securities.
(2)Repurchase of shares of Class A common stock
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits | | | | | | | | | | | | | | |
Exhibit No. | | Description | | |
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31.1 | | | | |
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31.2 | | | | |
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32.1 | | | | |
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32.2 | | | | |
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101.INS | | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | | |
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101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | |
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104 | | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022,March 31, 2023, formatted in Inline XBRL | | |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 2, 2022.May 9, 2023.
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HOSTESS BRANDS, INC. |
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By: | /s/ Travis E. Leonard |
| Travis E. Leonard Executive Vice President, Chief Financial Officer |
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