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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, 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 - 132,927,185 shares at November 3, 2023

HOSTESS BRANDS, INC.
FORM 10-Q
For the Three Months Ended September 30, 2023
INDEX

|  | Page
PART I - Financial Information
Item 1. | Condensed Consolidated Financial Statements |
| Condensed Consolidated Balance Sheets (Unaudited) | 4
| Condensed Consolidated Statements of Operations (Unaudited) | 5
| Condensed Consolidated Statements of Comprehensive Income (Unaudited) | 6
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) | 7
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 9
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 10
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 25
Item 4. | Controls and Procedures | 25
PART II - Other Information
Item 1. | Legal Proceedings | 25
Item 1A. | Risk Factors | 25
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26
Item 3. | Default Upon Senior Securities | 26
Item 4. | Mine Safety Disclosures | 26
Item 5. | Other Information | 26
Item 6. | Exhibits | 27

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, 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.
3

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, |
| 2023 |  |  | 2022 |
ASSETS |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents | $ | 127,762 |  |  |  | $ | 98,584 |  |
Short-term investments | — |  |  |  | 17,914 |  |
Accounts receivable, net | 188,161 |  |  |  | 168,783 |  |
Inventories | 62,051 |  |  |  | 65,406 |  |
Prepaids and other current assets | 10,948 |  |  |  | 16,375 |  |
Total current assets | 388,922 |  |  |  | 367,062 |  |
Property and equipment, net | 484,408 |  |  |  | 425,313 |  |
Intangible assets, net | 1,903,246 |  |  |  | 1,920,880 |  |
Goodwill | 706,615 |  |  |  | 706,615 |  |
Other assets, net | 71,412 |  |  |  | 72,329 |  |
Total assets | $ | 3,554,603 |  |  |  | $ | 3,492,199 |  |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |
Current liabilities: |  |  |  |  |
Long-term debt and lease obligations payable within one year | $ | 12,866 |  |  |  | $ | 3,917 |  |
Tax receivable agreement payments payable within one year | 7,400 |  |  |  | 12,600 |  |
Accounts payable | 89,541 |  |  |  | 85,667 |  |
Customer trade allowances | 65,907 |  |  |  | 62,194 |  |
Accrued expenses and other current liabilities | 36,594 |  |  |  | 59,933 |  |
Total current liabilities | 212,308 |  |  |  | 224,311 |  |
Long-term debt and lease obligations | 978,537 |  |  |  | 999,089 |  |
Tax receivable agreement obligations | 116,653 |  |  |  | 123,092 |  |
Deferred tax liability | 368,423 |  |  |  | 347,030 |  |
Other long-term liabilities | 1,332 |  |  |  | 1,593 |  |
Total liabilities | 1,677,253 |  |  |  | 1,695,115 |  |
Commitments and Contingencies (Note 10) |  |  |  |  |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 143,198,402 shares issued and 132,872,993 shares outstanding as of September 30, 2023 and 142,650,344 shares issued and 133,117,224 shares outstanding as of December 31, 2022 | 14 |  |  |  | 14 |  |
Additional paid in capital | 1,318,967 |  |  |  | 1,311,629 |  |
Accumulated other comprehensive income | 33,846 |  |  |  | 35,078 |  |
Retained earnings | 733,182 |  |  |  | 639,595 |  |
Treasury stock | (208,659) |  |  |  | (189,232) |  |
Stockholders’ equity | 1,877,350 |  |  |  | 1,797,084 |  |
Total liabilities and stockholders’ equity | $ | 3,554,603 |  |  |  | $ | 3,492,199 |  |

See accompanying notes to the unaudited condensed consolidated financial statements.
4

HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except shares and per share data)

| Three Months Ended |  | Nine Months Ended
| September 30, 2023 |  |  | September 30, 2022 |  | September 30, 2023 |  |  | September 30, 2022
Net revenue | $ | 352,798 |  |  |  | $ | 346,226 |  |  | $ | 1,050,561 |  |  |  | $ | 1,018,749 |
Cost of goods sold | 233,018 |  |  |  | 230,805 |  |  | 684,070 |  |  |  | 675,004 |
Gross profit | 119,780 |  |  |  | 115,421 |  |  | 366,491 |  |  |  | 343,745 |
Operating costs and expenses: |  |  |  |  |  |  |  |  |
Advertising and marketing | 22,145 |  |  |  | 15,816 |  |  | 56,220 |  |  |  | 43,353 |
Selling | 10,575 |  |  |  | 9,696 |  |  | 31,249 |  |  |  | 29,610 |
General and administrative | 26,921 |  |  |  | 30,502 |  |  | 83,315 |  |  |  | 90,301 |
Amortization of customer relationships | 5,878 |  |  |  | 5,878 |  |  | 17,634 |  |  |  | 17,634 |
Tax receivable agreement remeasurement | (504) |  |  |  | (860) |  |  | (504) |  |  |  | (860) |
Merger transaction costs | 11,288 |  |  |  | — |  |  | 11,288 |  |  |  | — |
Total operating costs and expenses | 76,303 |  |  |  | 61,032 |  |  | 199,202 |  |  |  | 180,038 |
Operating income | 43,477 |  |  |  | 54,389 |  |  | 167,289 |  |  |  | 163,707 |
Other (income) expense |  |  |  |  |  |  |  |  |
Interest expense, net | 10,434 |  |  |  | 10,276 |  |  | 30,902 |  |  |  | 29,683 |
Loss on modification and extinguishment of debt | — |  |  |  | — |  |  | 7,472 |  |  |  | — |
Other (income) expense | 162 |  |  |  | (31,921) |  |  | 411 |  |  |  | (31,992) |
Total other (income) expense | 10,596 |  |  |  | (21,645) |  |  | 38,785 |  |  |  | (2,309) |
Income before income taxes | 32,881 |  |  |  | 76,034 |  |  | 128,504 |  |  |  | 166,016 |
Income tax expense | 10,069 |  |  |  | 9,765 |  |  | 34,917 |  |  |  | 34,713 |
Net income | $ | 22,812 |  |  |  | $ | 66,269 |  |  | $ | 93,587 |  |  |  | $ | 131,303 |
Earnings per Class A share: |  |  |  |  |  |  |  |  |
Basic | $ | 0.17 |  |  |  | $ | 0.49 |  |  | $ | 0.70 |  |  |  | $ | 0.95 |
Diluted | $ | 0.17 |  |  |  | $ | 0.48 |  |  | $ | 0.70 |  |  |  | $ | 0.95 |
Weighted-average shares outstanding: |  |  |  |  |  |  |  |  |
Basic | 133,092,888 |  |  |  | 136,436,428 |  |  | 133,232,204 |  |  |  | 137,636,441 |
Diluted | 134,359,376 |  |  |  | 137,604,256 |  |  | 134,375,246 |  |  |  | 138,702,172 |

See accompanying notes to the unaudited condensed consolidated financial statements.
5

HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, amounts in thousands)

| Three Months Ended |  | Nine Months Ended
| September 30, 2023 |  | September 30, 2022 |  | September 30, 2023 |  | September 30, 2022
Net income | $ | 22,812 |  |  | $ | 66,269 |  |  | $ | 93,587 |  |  | $ | 131,303 |
Other comprehensive income: |  |  |  |  |  |  |
Unrealized gain on interest rate swap and foreign currency contracts designated as a cash flow hedge | 4,944 |  |  | 19,058 |  |  | 14,239 |  |  | 49,041 |
Reclassification into net income | (5,966) |  |  | (1,188) |  |  | (15,905) |  |  | 697 |
Income tax benefit (expense) | 266 |  |  | (4,691) |  |  | 434 |  |  | (13,060) |
Comprehensive income | $ | 22,056 |  |  | $ | 79,448 |  |  | $ | 92,355 |  |  | $ | 167,981 |

See accompanying notes to the unaudited condensed consolidated financial statements.
6

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 |  |
| Shares |  | Amount |  |  |  |  |  |  |  |  |  |  |  | Shares |  | Amount |  |  |  |
Balance–December 31, 2022 | 133,117 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,311,629 |  |  | $ | 35,078 |  |  | $ | 639,595 |  |  | 9,533 |  |  | $ | (189,232) |  |  | $ | 1,797,084 |  |  |
Comprehensive income | — |  |  | — |  |  |  |  |  |  | — |  |  | (5,579) |  |  | 38,289 |  |  | — |  |  | — |  |  | 32,710 |  |  |
Share-based compensation | 324 |  |  | — |  |  |  |  |  |  | 3,011 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,011 |  |  |
Exercise of employee stock options | 125 |  |  | — |  |  |  |  |  |  | 2,112 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,112 |  |  |
Payment of taxes for employee stock awards | — |  |  | — |  |  |  |  |  |  | (5,461) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,461) |  |  |
Repurchase of common stock | (561) |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | 561 |  |  | (13,669) |  |  | (13,669) |  |  |
Balance–March 31, 2023 | 133,005 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,311,291 |  |  | $ | 29,499 |  |  | $ | 677,884 |  |  | 10,094 |  |  | $ | (202,901) |  |  | $ | 1,815,787 |  |  |
Comprehensive income | — |  |  | — |  |  |  |  |  |  | — |  |  | 5,103 |  |  | 32,486 |  |  | — |  |  | — |  |  | 37,589 |  |  |
Share-based compensation | 19 |  |  | — |  |  |  |  |  |  | 3,527 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,527 |  |  |
Exercise of employee stock options and ESPP awards | 67 |  |  | — |  |  |  |  |  |  | 1,053 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,053 |  |  |
Payment of taxes for employee stock awards | — |  |  | — |  |  |  |  |  |  | (453) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (453) |  |  |
Repurchase of common stock, including excise tax | (232) |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | 232 |  |  | (5,758) |  |  | (5,758) |  |  |
Balance–June 30, 2023 | 132,859 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,315,418 |  |  | $ | 34,602 |  |  | $ | 710,370 |  |  | 10,326 |  |  | $ | (208,659) |  |  | $ | 1,851,745 |  |  |
Comprehensive income | — |  |  | — |  |  |  |  |  |  | — |  |  | (756) |  |  | 22,812 |  |  | — |  |  | — |  |  | 22,056 |  |  |
Share-based compensation | 7 |  |  | — |  |  |  |  |  |  | 3,468 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,468 |  |  |
Exercise of employee stock options and ESPP awards | 7 |  |  | — |  |  |  |  |  |  | 120 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 120 |  |  |
Payment of taxes for employee stock awards | — |  |  | — |  |  |  |  |  |  | (39) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (39) |  |  |
Balance–September 30, 2023 | 132,873 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,318,967 |  |  | $ | 33,846 |  |  | $ | 733,182 |  |  | 10,326 |  |  | $ | (208,659) |  |  | $ | 1,877,350 |  |  |

7

| 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 |  |  |  |
Balance–December 31, 2021 | 138,279 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,303,254 |  |  | $ | (506) |  |  | $ | 475,400 |  |  | 3,753 |  |  | $ | (59,172) |  |  | $ | 1,718,990 |  |  |
Comprehensive income | — |  |  | — |  |  |  |  |  |  | — |  |  | 18,226 |  |  | 34,558 |  |  | — |  |  | — |  |  | 52,784 |  |  |
Share-based compensation | 350 |  |  | — |  |  |  |  |  |  | 2,339 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,339 |  |  |
Exercise of employee stock options | 105 |  |  | — |  |  |  |  |  |  | 1,662 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,662 |  |  |
Payment of taxes for employee stock awards | — |  |  | — |  |  |  |  |  |  | (5,216) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,216) |  |  |
Repurchase of common stock | (459) |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | 459 |  |  | (9,680) |  |  | (9,680) |  |  |
Balance–March 31, 2022 | 138,275 |  |  | $ | 14 |  |  |  |  |  |  | $ | 1,302,039 |  |  | $ | 17,720 |  |  | $ | 509,958 |  |  | 4,212 |  |  | $ | (68,852) |  |  | $ | 1,760,879 |  |  |
Comprehensive income (loss) | — |  |  | — |  |  |  |  |  |  | — |  |  | 5,273 |  |  | 30,476 |  |  | — |  |  | — |  |  | 35,749 |  |  |
Share-based compensation | 23 |  |  | — |  |  |  |  |  |  | 2,648 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,648 |  |  |
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 |  |  |

See accompanying notes to the unaudited condensed consolidated financial statements.
8

HOSTESS BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)

|  |  | Nine Months Ended |
| September 30, 2023 |  | September 30, 2022 |
Operating activities |  |  |  |
| Net income | $ | 93,587 |  |  | $ | 131,303 |  |
| Depreciation and amortization | 45,073 |  |  | 44,500 |  |
| Debt discount amortization | 1,000 |  |  | 921 |  |
| Tax receivable agreement remeasurement | (504) |  |  | (860) |  |
| Unrealized foreign exchange gains | 19 |  |  | 790 |  |
| Loss on debt extinguishment | 721 |  |  | — |  |
| Non-cash lease expense | 187 |  |  | 375 |  |
| Share-based compensation | 10,006 |  |  | 7,600 |  |
| Realized and unrealized gains on short-term investments | (99) |  |  | — |  |
| Deferred taxes | 21,827 |  |  | 12,104 |  |
| Change in operating assets and liabilities: |  |  |  |
|  | Accounts receivable | (19,390) |  |  | (51,904) |  |
|  | Inventories | 3,355 |  |  | (12,631) |  |
|  | Prepaids and other current assets | 6,479 |  |  | (468) |  |
|  | Accounts payable and accrued expenses | (22,779) |  |  | 16,332 |  |
|  | Customer trade allowances | 3,733 |  |  | 16,143 |  |
| Net cash provided by operating activities | 143,215 |  |  | 164,205 |  |
Investing activities |  |  |  |
| Purchases of property and equipment | (80,140) |  |  | (55,240) |  |
| Acquisition of short-term investments | — |  |  | (62,891) |  |
| Proceeds from maturity of short-term investments | 18,000 |  |  | 21,000 |  |
| Acquisition and development of software assets | (6,439) |  |  | (8,578) |  |
| Other investments | (750) |  |  | — |  |
| Net cash used in investing activities | (69,329) |  |  | (105,709) |  |
Financing activities |  |  |  |
| Repayments of long-term debt and lease obligations | (2,463) |  |  | (8,375) |  |
| Debt fees paid | (10,778) |  |  | — |  |
| Proceeds from origination of long-term debt | 336,663 |  |  | — |  |
| Payments related to settlement of long-term debt | (334,883) |  |  | — |  |
| Repurchase of common stock | (19,427) |  |  | (94,050) |  |
| Tax payments related to issuance of shares to employees | (5,953) |  |  | (5,582) |  |
| Cash received from exercise of options | 3,286 |  |  | 2,541 |  |
| Payments on tax receivable agreement | (11,135) |  |  | (9,313) |  |
| Net cash used in financing activities | (44,690) |  |  | (114,779) |  |
| Effect of exchange rate changes on cash and cash equivalents | (18) |  |  | (2,048) |  |
Net increase (decrease) in cash and cash equivalents | 29,178 |  |  | (58,331) |  |
Cash and cash equivalents at beginning of period | 98,584 |  |  | 249,159 |  |
Cash and cash equivalents at end of period | $ | 127,762 |  |  | $ | 190,828 |  |

Supplemental Disclosures of Cash Flow Information: |  |  |
Cash paid during the period for: |  |  |
| Interest, net of amounts capitalized | $ | 38,195 |  |  | $ | 29,342 |
| Net taxes paid | $ | 12,668 |  |  | $ | 19,023 |
Supplemental disclosure of non-cash investing: |  |  |
| Accrued capital expenditures | $ | 12,119 |  |  | $ | 23,103 |

See accompanying notes to the unaudited condensed consolidated financial statements.
9

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Descr i ption 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 North America primarily under the Hostess® and 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 (the “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. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. For the periods presented, the Company has one reportable segment.
Principles of Consolidation
All intercompany balances and transactions related to activity between Hostess Brands, Inc. 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.
Accounts Receivable
Accounts receivable represents amounts invoiced to customers for performance obligations which have been satisfied. As of September 30, 2023 and December 31, 2022, the Company’s accounts receivable were $188.2 million and $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 $6.2 million and $5.8 million as of September 30, 2023 and December 31, 2022, respectively.
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.
10

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:

(In thousands) | September 30, 2023 |  | December 31, 2022
Ingredients and packaging | $ | 30,076 |  |  | $ | 35,410 |
Finished goods | 27,592 |  |  | 26,133 |
Inventory in transit to customers | 4,383 |  |  | 3,863 |
| $ | 62,051 |  |  | $ | 65,406 |

Capitalized Interest
The Company capitalizes a portion of the interest on its term loan (see Note 5. 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 $2.3 million and $5.9 million during the three and nine months ended September 30, 2023, respectively, compared to $0.3 million and $0.5 million capitalized during the three and nine months ended September 30, 2022, respectively. Capitalized interest is included in property and equipment, net on the condensed consolidated balance sheets.
Software Costs
Capitalized software is included in other assets on the condensed consolidated balance sheets in the amount of $23.6 million and $21.4 million, net of accumulated amortization of $26.8 million and $22.6 million as of September 30, 2023 and December 31, 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 $1.4 million and $4.3 million for the three and nine months ended September 30, 2023, respectively, compared to $1.1 million and $3.2 million for the three and nine months ended September 30, 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 September 30, 2023
(In thousands) | Sweet Baked Goods |  |  |  | Cookies |  | Total
United States | $ | 315,366 |  |  |  |  | $ | 33,049 |  |  | $ | 348,415 |
Canada | — |  |  |  |  | 4,383 |  |  | 4,383 |
| $ | 315,366 |  |  |  |  | $ | 37,432 |  |  | $ | 352,798 |

11

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

| 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 |

| Nine Months Ended September 30, 2023
(In thousands) | Sweet Baked Goods |  | Cookies |  | Total
United States | $ | 941,334 |  |  | $ | 96,830 |  |  | $ | 1,038,164 |
Canada | — |  |  | 12,397 |  |  | 12,397 |
| $ | 941,334 |  |  | $ | 109,227 |  |  | $ | 1,050,561 |

| 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 |

Concentrations
The Company had one customer (together with its affiliates) that accounted for 20.3% and 19.7% of total net revenue for the three and nine months ended September 30, 2023, respectively, compared to 19.7% and 20.2% for the three and nine months ended September 30, 2022, respectively.
12

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Merger Agreement
Pending Merger with The J. M. Smucker Company
On September 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The J. M. Smucker Company (“Smucker”) and SSF Holdings, Inc. (“Purchaser”). Upon the terms and subject to the conditions stated in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), and the Company will become a direct, wholly owned subsidiary of Smucker. The Company’s board of directors (the “Company Board”) and the board of directors of Smucker approved the Merger Agreement and the transactions described therein.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on October 10, 2023, Purchaser commenced an exchange offer (the “Offer”) to purchase any and all of the issued and outstanding shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), of the Company in exchange for (i) $30.00 in cash (the “Cash Consideration”) and (ii) 0.03002 Smucker common shares, no par value (the “Smucker Common Stock”) (the “Stock Consideration”, and together with the Cash Consideration, the “Offer Consideration”), plus cash in lieu of fractional shares, in each case, without interest and subject to adjustment in accordance with the terms of the Merger Agreement. Also on October 10, 2023, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (the “Schedule 14D-9”).
The obligation of Smucker and Purchaser to consummate the Offer is subject to conditions set out in the Merger Agreement (the “Offer Conditions”), including the condition that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, together with the number of Shares, if any, then owned beneficially by Smucker and Purchaser (together with their wholly owned subsidiaries), would represent a majority of the Shares outstanding as of the consummation of the Offer (the “Minimum Tender Condition”). The Minimum Tender Condition may not be waived by Purchaser without the prior written consent of the Company. The Offer Conditions also include the following:
•(i) the applicable waiting period, together with any extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and (ii) the Canadian Competition Act Approval (as defined in the Merger Agreement) shall have been obtained;
•no Law or Order of any Governmental Entity (all as defined in the Merger Agreement) with competent jurisdiction shall be in effect which restrains, prohibits or otherwise makes illegal the consummation of the Offer or the Merger;
•the accuracy of the representations and warranties of the Company (subject to certain materiality exceptions), and material compliance by the Company with its covenants under the Merger Agreement;
•the Merger Agreement shall not have been validly terminated in accordance with its terms;
•since the date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred;
•the Registration Statement on Form S-4 filed by Smucker registering the Smucker Common Stock to be issued in the Offer (the “Form S-4”) and the Merger shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended, and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced; and
•the Smucker Common Stock to be issued in the Offer and the Merger shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance.
The obligation of Smucker and Purchaser to consummate the Offer and the Merger is not subject to any financing condition.
The foregoing does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Form 10-Q and is incorporated herein by reference.
During the three and nine months ended September 30, 2023, the Company incurred $11.3 million of expenses related to the pending Merger. These expenses are classified as merger transaction costs on the condensed consolidated statements of operations. Additional merger transaction costs of approximately $59.0 million are
13

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
expected to be incurred upon consummation of the Merger. The Offer and the Merger are currently anticipated to be completed on November 7, 2023.
3. Property and Equipment
Property and equipment consists of the following:

(In thousands) | September 30, 2023 |  | December 31, 2022
Land and buildings | $ | 82,968 |  |  | $ | 81,405 |
Right of use assets, operating | 32,170 |  |  | 32,170 |
Machinery and equipment | 345,088 |  |  | 315,149 |
Construction in progress | 170,797 |  |  | 118,679 |
| 631,023 |  |  | 547,403 |
Less accumulated depreciation and amortization | (146,615) |  |  | (122,090) |
| $ | 484,408 |  |  | $ | 425,313 |

Depreciation expense was $7.7 million and $23.2 million for the three and nine months ended September 30, 2023, respectively, and $9.5 million and $23.7 million for the three and nine months ended September 30, 2022, respectively.
4. Accrued Expenses and Other Current Liabilities
Included in accrued expenses and other current liabilities are the following:

(In thousands) | September 30, 2023 |  | December 31, 2022
Incentive compensation | $ | 12,616 |  |  | $ | 29,045 |
Payroll, vacation and other compensation | 10,032 |  |  | 6,195 |
Accrued interest | 489 |  |  | 7,850 |
Interest rate swap and foreign currency contracts | — |  |  | 423 |
Other | 13,457 |  |  | 16,420 |
| $ | 36,594 |  |  | $ | 59,933 |

14

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Debt and Lease Obligations
On June 30, 2023 (the “Closing Date”), through Hostess Brands, LLC, a wholly-owned subsidiary, the Company entered into a senior secured first lien credit agreement (the “Credit Agreement”), which included a $985 million term loan (the “Term Loan”). The Term Loan bears interest, at the Company’s option, at a variable rate per annum equal to either (x) the Term Secured Overnight Financing Rate (“Term SOFR”) (as defined in the Credit Agreement) plus an applicable margin of 2.50% or (y) an alternative base rate (“ABR”) plus an applicable margin of 1.50%. The Credit Agreement is secured on a first priority basis on substantially all of the Company’s assets and is guaranteed by certain of its subsidiaries. It is prepayable without premium or penalty at any time, except for prepayment from the proceeds of a similar term loan within six months after the Closing Date, which requires a 1% premium. The principal shall be paid at 1% of the aggregate principal amount ($9.85 million) per year, with the balance due at maturity on June 30, 2030. The proceeds from the Term Loan were used to repay, in full, the $983.2 million principal balance on the prior term loan and fund a portion of the loan fees.
The Term Loan consists of a syndicate of lenders which for accounting purposes are evaluated as individual lenders. For certain lenders, a portion of the refinancing was considered a modification of the prior term loan and related fees paid to third parties of $6.8 million were expensed as costs of the modification. The total loss on the modification and extinguishment of debt was $7.5 million, which includes $0.7 million of unamortized debt premium and issuance costs. Fees of $10.8 million associated with the new borrowings were capitalized. Of the total $985.0 million Term Loan, there was $336.7 million of cash proceeds attributed to new syndicate members or existing members increasing their positions. Of the total $983.2 million prior term loan, $334.9 million of cash payments were attributed to exiting syndicate members or members decreasing their positions.
A summary of the carrying value of the debt and lease obligations are as follows:

(In thousands) | September 30, 2023 |  | December 31, 2022
Term loan (7.9% as of September 30, 2023) |  |  |
2023 Term Loan principal | $ | 982,538 |  |  | $ | — |
2020 Term Loan principal | — |  |  | 983,221 |
Unamortized debt premium and issuance costs | (10,841) |  |  | (2,563) |
| 971,697 |  |  | 980,658 |
Lease obligations | 19,706 |  |  | 22,348 |
Total debt and lease obligations | 991,403 |  |  | 1,003,006 |
Less: Current portion of long term debt and lease obligations | (12,866) |  |  | (3,917) |
Long-term portion | $ | 978,537 |  |  | $ | 999,089 |

At September 30, 2023, minimum term loan repayments under the senior secured first lien credit agreement are due as follows:

(In thousands) |
2023 | $2,463 |
2024 | 9,850 |
2025 | 9,850 |
2026 | 9,850 |
2027 | 9,850 |
Thereafter | 940,675 |

15

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Including the impact of the interest rate swap contracts, at September 30, 2023, the Company's aggregate term loans had an effective interest rate of 5.0%.
Also included in the Credit Agreement is a $200 million revolving credit facility (the “Revolving Credit Facility”), which replaced the $100 million revolving credit facility previously outstanding. Interest on the Revolving Credit Facility accrues at Term SOFR plus 2.25% on the outstanding balance, with all principal due in June 2028. At September 30, 2023, there was no amount drawn on the Revolving Credit Facility. The Revolving Credit Facility contains certain restrictive financial covenants. As of September 30, 2023, the Company was in compliance with all such covenants.
Leases
The Company has entered into operating leases for certain properties that expire at various times through 2030. The Company determines if an arrangement is a lease at inception.
At September 30, 2023 and December 31, 2022, right of use assets related to operating leases are included in property and equipment, net on the condensed consolidated balance sheets (see Note 3. Property and Equipment). As of September 30, 2023 and December 31, 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
(In thousands) | September 30, 2023 |  | September 30, 2022 |  | September 30, 2023 |  | September 30, 2022
Operating lease expense | $ | 1,581 |  |  | $ | 1,623 |  |  | $ | 4,837 |  |  | $ | 4,811 |
Short-term lease expense | 798 |  |  | 645 |  |  | 1,914 |  |  | 1,479 |
Variable lease expense | 404 |  |  | 403 |  |  | 1,193 |  |  | 1,176 |
| $ | 2,783 |  |  | $ | 2,671 |  |  | $ | 7,944 |  |  | $ | 7,466 |

6. Derivative Instruments
Interest Rate Swap and Foreign Currency Contracts
The Company has entered into interest rate swap contracts with counterparties to reduce its exposure to changes in cash flows associated with its variable rate debt and has designated these derivatives as cash flow hedges. In June 2023, the Company amended these contracts to coincide with the origination of the Credit Agreement and to replace LIBOR as a reference rate with Term SOFR. The Company utilized an expedient under Accounting Standards Codification Topic 848, Reference Rate Reform, to conclude that these amendments should be accounted for as a continuation of the existing swap agreements, resulting in no impact on the Company’s financial statements.
Under the amended interest rate swap contracts, the Company receives three-month Term SOFR subject to a 0.0% floor and pays a fixed rate ranging from 0.89% to 1.84%. Both the fixed and floating payment streams are based on a notional amount of $700 million, outstanding through August 2025. At September 30, 2023, the interest on the Company’s variable rate debt hedged by these contracts is effectively fixed at rates ranging from 3.39% to 4.34%, which includes the Term Loan margin of 2.50%.
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 enters into CAD purchase contracts. The Company designated these contracts as cash flow hedges. As of September 30, 2023, the Company had no CAD purchase contracts outstanding.
16

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A summary of the fair value of interest rate and foreign currency instruments is as follows:

(In thousands) |  |  |  | September 30, 2023 |  | December 31, 2022
Asset derivatives |  | Location |  |  |  |
Interest rate swap contracts (1) |  | Other assets, net |  | $ | 44,126 |  |  | $ | 48,539 |
Liability derivatives |  | Location |  |  |  |
Foreign currency contracts (2) |  | Accrued expenses |  | $ | — |  |  | $ | 423 |

(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
(In thousands) |  |  |  | September 30, 2023 |  | September 30, 2022 |  | September 30, 2023 |  | September 30, 2022
(Gain) Loss on derivative contracts designated as cash flow hedges |  | Location |  |  |  |  |  |  |  |
Interest rate swap contracts |  | Interest expense, net |  | $ | (6,098) |  |  | $ | (1,325) |  |  | $ | (16,399) |  |  | $ | 560 |
Foreign currency contracts |  | Cost of goods sold |  | 132 |  |  | 137 |  |  | 494 |  |  | 137 |
|  |  |  | $ | (5,966) |  |  | $ | (1,188) |  |  | $ | (15,905) |  |  | $ | 697 |

7. 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 restricted stock unit (“RSUs”) awards, stock option awards and shares purchased under the Employee Stock Purchase Plan (“ESPP”).
17

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, 2023 |  | September 30, 2022 |  | September 30, 2023 |  | September 30, 2022
Numerator: |  |  |  |  |  |  |  |
Net income (in thousands) |  | $ | 22,812 |  |  | $ | 66,269 |  |  | $ | 93,587 |  |  | $ | 131,303 |
Denominator: |  |  |  |  |  |  |  |
Weighted-average Class A shares outstanding - basic |  | 133,092,888 |  |  | 136,436,428 |  |  | 133,232,204 |  |  | 137,636,441 |
Dilutive effect of RSUs |  | 721,130 |  |  | 646,474 |  |  | 618,003 |  |  | 566,463 |
Dilutive effect of stock options and ESPP shares |  | 545,358 |  |  | 521,354 |  |  | 525,039 |  |  | 499,268 |
Weighted-average shares outstanding - diluted |  | 134,359,376 |  |  | 137,604,256 |  |  | 134,375,246 |  |  | 138,702,172 |
Net income per Class A share - basic |  | $ | 0.17 |  |  | $ | 0.49 |  |  | $ | 0.70 |  |  | $ | 0.95 |
Net income per Class A share - diluted |  | $ | 0.17 |  |  | $ | 0.48 |  |  | $ | 0.70 |  |  | $ | 0.95 |

8. 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% prior to taking into account any discrete items.
9. Tax Receivable Agreement Obligations
The following table summarizes activity related to the tax receivable agreement for the nine months ended September 30, 2023:

(In thousands) |
Balance December 31, 2022 | $ | 135,692 |
Remeasurement due to change in estimated state tax rate | (504) |
Payments | (11,135) |
Balance September 30, 2023 | $ | 124,053 |

18

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. 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 (the “Sellers”) under the terms of the Share Purchase Agreement pursuant to which the Company acquired Voortman (the “Agreement”). The claims were for damages arising out of alleged breaches by the Sellers of certain representations, warranties and covenants contained in the 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 the third quarter of 2022, the RWI insurers paid the Company $42.5 million CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches. Per agreement with the RWI insurers, under no circumstances will the Company be required to return the Proceeds.
On November 3, 2022, pursuant to the agreement with the RWI insurer, Voortman brought claims in the Ontario (Canada) Superior Court of Justice (the “Claim”), related to the breaches against certain of the Sellers. 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 is meritorious, no assurance can be given as to whether the Company will recover all, or any part, of the amounts it is pursuing.
As of November 3, 2023, the following five complaints have been filed by purported stockholders of the Company:
•On October 12, 2023, a purported stockholder named James Walsh filed a complaint against Hostess Brands and the members of the Board in the United States District Court for the District of Delaware, captioned Walsh v. Hostess Brands, Inc., et al., Case 1:23-cv-01142-UNA (the “First Complaint”);
•On October 12, 2023, a purported stockholder named Ryan O’Dell filed a complaint against Hostess Brands and the members of the Board in the United States District Court for the Southern District of New York, captioned O’Dell v. Hostess Brands, Inc., et al., Case 1:23-cv-08972 (the “Second Complaint”);
•On October 17, 2023, a purported stockholder named Elaine Wang filed a complaint against Hostess Brands and the members of the Board in the United States District Court for the Southern District of New York, captioned Wang v. Hostess Brands, Inc., et al., Case 1:23-cv-09119 (the “Third Complaint”);
•On October 19, 2023, a purported stockholder named Brian Dixon filed a complaint against Hostess Brands and the members of the Board in the United States District Court for the District of Delaware, captioned Dixon v. Hostess Brands, Inc., et al., Case 1:23-cv-01176-UNA (the “Fourth Complaint,” together with the First Complaint, Second Complaint, and Third Complaint, the “Federal Complaints”); and
•On October 20, 2023, a purported stockholder named Dean Drulias filed a complaint against Hostess Brands, the members of the Board, and Smucker in the District Court of Johnson County, Kansas Civil Court Department, captioned Drulias v. Hostess Brands, Inc., et al., Case 23CV05685 Div4 (the “State Complaint” and, together with the Federal Complaints, the “Offer Litigation”).
The Federal Complaints allege, among other things, that the defendants violated Sections 14(d)(4), 14(e), and 20(a) of the Exchange Act, as well as Rule 14d-9 promulgated thereunder, by omitting or misrepresenting certain allegedly material information from the Schedule 14D-9. The Federal Complaints further allege that such omissions and misrepresentations rendered the Schedule 14D-9 materially incomplete, false, and/or misleading. The State Complaint asserts, among other things, (a) a claim against Smucker for violation of the Kansas Uniform Securities Act, and (b) claims against Hostess Brands, Inc., the members of its Board, and Smucker under Kansas common law for (i) negligent misrepresentation and concealment and (ii) negligence. The State Complaint further alleges that the
19

HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Schedule 14D-9 and the Offer to Exchange are deceptive because they omit material facts which render them incomplete and misleading.
As of November 3, 2023, Hostess Brands, Inc. had also received certain stockholder demand letters (collectively, the “Demand Letters”), which generally seek that certain allegedly omitted information in the Schedule 14D-9 be disclosed.
An estimate cannot be made regarding the potential loss on these complaints and demand letters.
20

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, 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 North America, primarily under the Hostess® and 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 September 30, 2023, our branded SBG (which includes Hostess®, Dolly Madison®, Cloverhill® and Big Texas®) market share was 20.9% per Nielsen’s U.S. SBG category data.
Pending Merger with The J. M. Smucker Company
On September 10, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The J. M. Smucker Company (“Smucker”) and SSF Holdings, Inc. (“Purchaser”). Upon the terms and subject to the conditions stated in the Merger Agreement, Purchaser will merge with and into us (the “Merger”), and we will become a direct, wholly owned subsidiary of Smucker. Our board of directors and the board of directors of Smucker approved the Merger Agreement and the transactions described therein.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on October 10, 2023, Purchaser commenced an exchange offer (the “Offer”) to purchase any and all of the issued and outstanding shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), of the Company in exchange for (i) $30.00 in cash (the “Cash Consideration”) and (ii) 0.03002 Smucker common shares, no par value (the “Smucker Common Stock”) (the “Stock Consideration”, and, together with the Cash Consideration, the “Offer Consideration”), plus cash in lieu of fractional shares, in each case, without interest and subject to adjustment in accordance with the terms of the Merger Agreement.
The completion of the Merger is subject to customary closing conditions. See Note 2. Merger Agreement to the unaudited condensed consolidated financial statements. The description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Form 10-Q and is incorporated herein by reference. Upon consummation of the Merger, we will cease to be a publicly traded company and our common stock will be delisted from Nasdaq Stock Market.
The waiting periods applicable to the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the Canadian Competition Act (the “Competition Act”) expired effective October 23, 2023, and in addition, on October 27, 2023, Smucker received confirmation that the Canada’s Commissioner of Competition does not intend to challenge the Offer and the Merger under the Competition Act. Accordingly, the conditions to the Offer relating to the expiration or termination of these waiting periods and the receipt of such confirmation have been satisfied. We currently anticipate the Offer and the Merger to be completed on November 7, 2023.
21

Operating Results

| Three Months Ended |  | Nine Months Ended
(In thousands, except per share data) | September 30, 2023 |  | September 30, 2022 |  | September 30, 2023 |  | September 30, 2022
Net revenue | $ | 352,798 |  |  | $ | 346,226 |  |  | $ | 1,050,561 |  |  | $ | 1,018,749 |
Gross profit | 119,780 |  |  | 115,421 |  |  | 366,491 |  |  | 343,745 |
As a % of net revenue | 34.0 | % |  | 33.3 | % |  | 34.9 | % |  | 33.7 | %
Operating costs and expenses | 76,303 |  |  | 61,032 |  |  | 199,202 |  |  | 180,038 |
Operating income | 43,477 |  |  | 54,389 |  |  | 167,289 |  |  | 163,707 |
Other expense (income) | 10,596 |  |  | (21,645) |  |  | 38,785 |  |  | (2,309) |
Income tax expense | 10,069 |  |  | 9,765 |  |  | 34,917 |  |  | 34,713 |
Net income | 22,812 |  |  | 66,269 |  |  | 93,587 |  |  | 131,303 |
Earnings per Class A share: |  |  |  |  |  |  |
Basic | $ | 0.17 |  |  | $ | 0.49 |  |  | $ | 0.70 |  |  | $ | 0.95 |
Diluted | $ | 0.17 |  |  | $ | 0.48 |  |  | $ | 0.70 |  |  | $ | 0.95 |

Results of Operations
Net Revenue
Net revenue for the three months ended September 30, 2023 increased $6.6 million, or 1.9%, compared to the three months ended September 30, 2022. Favorable price/mix provided 1.2% of the net revenue growth driven by net price realization, and volume provided 0.7% of the growth. Compared to the same period last year, SBG net revenue increased $8.1 million, or 2.6%, while cookies net revenue decreased $1.5 million, or 3.9%.
Net revenue for the nine months ended September 30, 2023 increased $31.9 million, or 3.1%, compared to the nine months ended September 30, 2022. Favorable price/mix driven by previously taken pricing actions and product mix provided 8.6% of the net revenue growth, offset by a 5.5% decline from volume. Compared to the same period last year, SBG net revenue increased $34.3 million, or 3.8%, while cookies net revenue decreased $2.4 million, or 2.2%.
Gross Profit
Gross profit increased 3.8% and was 34.0% of net revenue for the three months ended September 30, 2023, an increase of 63 basis points from a gross margin of 33.3% for the three months ended September 30, 2022. The increase in gross profit was due to productivity benefits and favorable net price realization, which more than offset inflation.
Gross profit increased 6.6% and was 34.9% of net revenue for the nine months ended September 30, 2023, an increase of 114 basis points from a gross margin of 33.7% for the nine months ended September 30, 2022. The increase in gross profit was due to favorable price/mix and productivity benefits, which more than offset higher supply chain costs, including inflation.
Operating Costs and Expenses
Operating costs and expenses for the three months ended September 30, 2023 were $76.3 million, compared to $61.0 million for the three months ended September 30, 2022. The increase was primarily attributed to merger transaction costs of $11.3 million related to the pending Merger with Smucker, as well as the planned increase in advertising investments and higher share-based compensation expense, partially offset by lower incentive compensation.
Operating costs and expenses for the nine months ended September 30, 2023 were $199.2 million, compared to $180.0 million for the nine months ended September 30, 2022. The increase was primarily attributed to merger transaction costs of $11.3 million related to the pending Merger with Smucker, as well as the planned increase in advertising investments and higher share-based compensation expense, partially offset by lower incentive compensation.
22

Other Expense
Other expense for the three months ended September 30, 2023 was $10.6 million compared to other income of $21.6 million for the three months ended September 30, 2022. The increase in other expense was primarily due to lapping the gain from receipt of insurance proceeds of $33.0 million under the representation and warranty insurance policy purchased in connection with the Voortman acquisition during the three months ended September 30, 2022. Additionally, the increase in other expense was due to interest expense on our term loan, which was $11.5 million and $11.1 million for the three months ended September 30, 2023 and 2022, respectively, partially offset by a decrease in foreign currency remeasurement.
Other expense for the nine months ended September 30, 2023 was $38.8 million compared to other income of $2.3 million for the nine months ended September 30, 2022. The increase in other expense was primarily due to lapping the gain from receipt of insurance proceeds of $33.0 million under the representation and warranty insurance policy purchased in connection with the Voortman acquisition during the nine months ended September 30, 2023. Additionally, the increase in other expense was due to interest expense on our term loan, which was $33.8 million and $30.2 million for the nine months ended September 30, 2023 and 2022, respectively, partially offset by a decrease in foreign currency remeasurement.
Income Taxes
Our effective tax rate for the three months ended September 30, 2023 was 30.6% compared to 12.8% for the three months ended September 30, 2022. The increase in effective tax rate for the three months ended September 30, 2023 reflects non-deductible merger transaction costs related to the pending Merger with Smucker, as well as a tax benefit of $1.3 million related to revaluing our deferred tax liabilities due to a change in the estimated state tax rate compared to $2.2 million in the prior year. Additionally, the effective tax rate for the three 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.
Our effective tax rate for the nine months ended September 30, 2023 was 27.2% compared to 20.9% for the nine months ended September 30, 2022. The increase in effective tax rate for the nine months ended September 30, 2023 reflects non-deductible merger transaction costs related to the pending Merger with Smucker, as well as a tax benefit of $1.3 million related to revaluing our deferred tax liabilities due to a change in the estimated state tax rate compared to $2.2 million in the prior year. Additionally, 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.
23

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 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.
As of September 30, 2023 and December 31, 2022, we had working capital, excluding cash and short-term investments of $48.9 million and $26.3 million, respectively. We have the ability to borrow under the Revolver to meet obligations as they come due. As of September 30, 2023, we had approximately $194.1 million available for borrowing under our Revolver.
Cash Flows from Operating Activities
Cash flows provided by operating activities for the nine months ended September 30, 2023 and 2022 were $143.2 million and $164.2 million, respectively. Operating cash flows were lower primarily due to the Voortman insurance proceeds received in the prior year, higher transaction costs and payment of accrued interest, partially offset by higher operating income and lower working capital.
Cash Flows from Investing Activities
Investing activities used $69.3 million and $105.7 million of cash for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, we received proceeds from maturity of short-term marketable securities of $18.0 million compared to $21.0 million in proceeds offset by $62.9 million used for acquisition of short-term investments in the prior-year period. During the nine months ended September 30, 2023, our purchase of property, plant and equipment increased from $55.2 million as of September 30, 2022, to $80.1 million due to our continued elevated capital expenditures related to the Arkadelphia, Arkansas facility.
Cash Flows from Financing Activities
Financing activities used $44.7 million and $114.8 million for the nine months ended September 30, 2023 and 2022, respectively. In the current-year period, the long-term debt proceeds received of $336.7 million and long-term debt settlement of $334.9 million related to the refinancing of our $983.2 million term loan. Financing outflows also reflect $10.8 million of fees paid related to the refinancing. Additionally, we repurchased 0.8 million shares of our common stock under the existing share repurchase authorizations for an aggregate purchase price of $19.4 million and an average price per share of $24.50 during the nine months ended September 30, 2023. The net outflow in the prior-year period reflects proceeds on exercise of employee stock options, offset by cash used to repurchase 4.2 million shares of our common stock for an amount of $94.1 million and an average price per share of $22.16 and scheduled payments under the tax receivable agreement and term loan.
Long-Term Debt
On June 30, 2023, we entered into a new $985.0 million Term Loan with the proceeds used to directly repay, in full, the remaining $983.2 million then-outstanding on the prior term loan. Our effective interest rate on our new Term Loan, including the impact of our interest rate swaps, was effectively unchanged at 5.0% from the old term loan. Concurrent to the new Term Loan, we entered into a $200 million Revolver, which replaced our previous $100 million revolver. We had no outstanding borrowings under the Revolver as of September 30, 2023, and maintain a borrowing capacity of $194.1 million. As of September 30, 2023, we had letters of credit worth up to $5.9 million aggregate principal amount outstanding. As of September 30, 2023, we were in compliance with all covenants under our term loan and the Revolver.
24

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, 2022. Our exposures to market risk have not changed materially since December 31, 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, 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, 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, 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.
The information furnished by us under this Part II, Item 1 (Legal Proceedings) is incorporated by reference to the information contained in Note 10. Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
Our risk factors are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 21, 2023. Other than as set forth below related to the proposed transaction with Smucker, including the Merger of the Company with a wholly owned subsidiary of Smucker, there were no material changes from the risk factors discussed in Part I, Item 1A., “Risk Factors” in our 2022 Form 10-K.
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RISKS RELATED TO THE PENDING TRANSACTIONS WITH SMUCKER
If we do not complete the pending transactions with Smucker within the timeframe we anticipate or at all, it could have an adverse effect on our business, financial results, and/or operations.
On September 10, 2023, we entered into the Merger Agreement with Smucker and Purchaser.
The Merger Agreement provides for, among other things and on the terms and subject to the conditions set forth therein, a two-step transaction in which the first step is the Offer. The Merger Agreement provides that, among other things, following the consummation of the Offer, and subject to the satisfaction or waiver of the conditions to the Merger, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the Purchaser will merge with and into us, and we will continue as the surviving corporation and a wholly owned subsidiary of Smucker. Because the Merger will be governed by Section 251(h) of the DGCL, assuming the requirements of Section 251(h) of the DGCL are met, no stockholder vote by our stockholders will be required to consummate the Merger.
We currently anticipate the Offer and the Merger to be completed on November 7, 2023.
If due to some unforeseen reason, the Offer and Merger are not completed on November 7, 2023 or shortly thereafter, we may be subject to a number of material risks, in addition to the risks of continuing to operate our business. The price of our common stock may decline to the extent that current market prices of our Class A Common Stock reflect a market assumption that the Merger will be completed on a timely basis. The failure to complete the transactions also may result in negative publicity and negatively affect our relationship with our stockholders, employees, strategic partners, and suppliers. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 (c) of Regulation S-K).
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Item 6. Exhibits

Exhibit No. |  | Description |  |
2.1 |  | Agreement and Plan of Merger, dated as of September 10, 2023, among Hostess Brands, Inc., a Delaware corporation, The J.M. Smucker Company, an Ohio corporation, and its wholly owned subsidiary, SSF Holdings, Inc., a Delaware corporation (incorporated by reference to the Form 8-K filed by the Company with the SEC on September 12, 2023) |  |
31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |
31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |
32.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |
32.2 |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |
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 |  |
101.SCH |  | XBRL Taxonomy Extension Schema Document |  |
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document |  |
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document |  |
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document |  |
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document |  |
104 |  | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL |  |

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 6, 2023.

HOSTESS BRANDS, INC.
By: | /s/ Travis E. Leonard
| Travis E. Leonard Executive Vice President, Chief Financial Officer