Document

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
	June 30, 2019
	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.)
1 East Armour Boulevard		64111
Kansas City,	MO	(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
Warrants, each exercisable for a half share of Class A Common Stock	TWNKW	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 - 109,323,871 shares at August 6, 2019

Shares of Class B common stock outstanding - 20,999,784 shares at August 6, 2019

HOSTESS BRANDS, INC.

FORM 10-Q

For the Quarter Ended June 30, 2019

INDEX



		Page
PART I - Financial Information
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Operations (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Unaudited)	6
	Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
PART II - Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Default Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

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 our future operating performance and statements addressing events and developments that we expect or anticipate will occur are also considered as 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, 2018, 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. The discussion and analysis of our financial condition and results of operations included in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report.

HOSTESS BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands, except shares and per share data)



	June 30,			December 31,
ASSETS	2019			2018

Current assets:
Cash and cash equivalents	$	189,284		$	146,377
Accounts receivable, net	128,187			105,679
Inventories	42,893			38,580
Prepaids and other current assets	10,285			8,806
Total current assets	370,649			299,442
Property and equipment, net	223,751			220,349
Intangible assets, net	1,889,221			1,901,215
Goodwill	574,645			575,645
Other assets, net	10,713			14,062
Total assets	$	3,068,979		$	3,010,713

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Long-term debt and lease obligations payable within one year	$	13,206		$	11,268
Tax receivable agreement payments payable within one year	7,700			4,400
Accounts payable	72,161			65,288
Customer trade allowances	50,765			42,010
Accrued expenses and other current liabilities	23,100			18,137
Total current liabilities	166,932			141,103
Long-term debt and lease obligations	972,118			976,736
Tax receivable agreement	85,820			64,663
Deferred tax liability	273,575			277,954
Other long term liabilities	107			—
Total liabilities	1,498,552			1,460,456

Commitments and Contingencies (Note 11)

Class A common stock, $0.0001 par value, 200,000,000 shares authorized,109,323,871 and 100,046,392 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	11			10
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 20,999,784 and 30,255,184 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	2			3
Additional paid in capital	1,022,529			925,902
Accumulated other comprehensive income (loss)	(190		)	2,523
Retained earnings	303,974			271,365
Stockholders’ equity	1,326,326			1,199,803
Non-controlling interest	244,101			350,454
Total liabilities and stockholders’ equity	$	3,068,979		$	3,010,713

See accompanying notes to the unaudited consolidated financial statements.

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, amounts in thousands, except shares and per share data)



	Three Months Ended					Six Months Ended
	June 30, 2019		June 30, 2018			June 30, 2019		June 30, 2018

Net revenue	$	241,060	$	215,849		$	463,798	$	424,592
Cost of goods sold	157,610		148,992			305,160		286,494
Gross profit	83,450		66,857			158,638		138,098
Operating costs and expenses:
Advertising and marketing	10,696		8,938			19,559		17,808
Selling expense	8,310		7,751			16,830		15,139
General and administrative	19,276		11,185			36,747		25,746
Amortization of customer relationships	6,009		5,994			11,994		11,989
Other operating expense (income)	2,278		(1,660		)	517		(104		)
Total operating costs and expenses	46,569		32,208			85,647		70,578
Operating income	36,881		34,649			72,991		67,520
Other expense (income):
Interest expense, net	10,302		9,749			20,538		19,089
Gain on buyout of tax receivable agreement	—		—			—		(12,372		)
Other expense	846		86			1,286		169
Total other expense	11,148		9,835			21,824		6,886
Income before income taxes	25,733		24,814			51,167		60,634
Income tax expense	9,064		194			7,886		6,712
Net income	16,669		24,620			43,281		53,922
Less: Net income attributable to the non-controlling interest	5,186		5,337			10,672		10,799
Net income attributable to Class A stockholders	$	11,483	$	19,283		$	32,609	$	43,123

Earnings per Class A share:
Basic	$	0.11	$	0.19		$	0.32	$	0.43
Diluted	$	0.10	$	0.18		$	0.31	$	0.41
Weighted-average shares outstanding:
Basic	105,072,322		99,939,642			102,618,951		99,916,161
Diluted	109,509,195		104,773,094			105,338,010		104,911,474

See accompanying notes to the unaudited consolidated financial statements.

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, amounts in thousands)



	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018

Net income	$	16,669		$	24,620		$	43,281		$	53,922
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap contract designated as a cash flow hedge	(3,006		)	1,383			(5,171		)	5,121
Tax benefit (expense)	636			(292		)	1,083			(1,079		)
Comprehensive income	14,299			25,711			39,193			57,964
Less: Comprehensive income attributed to non-controlling interest	4,605			5,664			9,589			11,989
Comprehensive income attributed to Class A stockholders	$	9,694		$	20,047		$	29,604		$	45,975

See accompanying notes to the unaudited consolidated financial statements.

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, amounts in thousands except share data)



	Class A Voting Common Stock			Class B Voting Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity			Non-controlling Interest
	Shares	Amount		Shares		Amount
Balance–December 31, 2017	99,791,245	$	10	30,319,564		$	3		$	920,723		$	1,318		$	208,279	$	1,130,333		$	342,240
Comprehensive income	—	—		—		—			—			2,082			23,841		25,923			6,331
Share-based compensation, including income taxes of $98	59,989	—		—		—			1,721			—			—		1,721			—
Adoption of new accounting standards, net of income taxes of $83	—	—		—		—			—			7			191		198			85
Exchanges	64,380	—		(64,380	)	—			1,033			—			—		1,033			(1,033		)
Distributions	—	—		—		—			—			—			—		—			(4,153		)
Payment of taxes for employee stock awards	—	—		—		—			(407		)	—			—		(407		)	—
Tax receivable agreement arising from exchanges, net of income taxes of $50	—	—		—		—			(350		)	—			—		(350		)	—
Balance–March 31, 2018	99,915,614	10		30,255,184		3			922,720			3,407			232,311		1,158,451			343,470
Comprehensive income	—	—		—		—			—			770			19,282		20,052			5,658
Share-based compensation, net of income taxes of $189	3,889	—		—		—			811			—			—		811			—
Distributions	—	—		—		—			—			—			—		—			(5,310		)
Payment of taxes for employee stock awards	—	—		—		—			(29		)	—			—		(29		)	—
Balance-June 30, 2018	99,919,503	$	10	30,255,184		$	3		$	923,502		$	4,177		$	251,593	$	1,179,285		$	343,818


Balance–December 31, 2018	100,046,392	$	10	30,255,184		$	3		$	925,902		$	2,523		$	271,365	$	1,199,803		$	350,454
Comprehensive income (loss)	—	—		—		—			—			(1,216		)	21,126		19,910			4,984
Share-based compensation, net of income taxes of $613	—	—		—		—			1,668			—			—		1,668			—
Distributions	—	—		—		—			—			—			—		—			(457		)
Exercise of public warrants	50	—		—		—			—			—			—		—			—
Balance–March 31, 2019	100,046,442	10		30,255,184		3			927,570			1,307			292,491		1,221,381			354,981
Comprehensive income (loss)	—	—		—		—			—			(1,789		)	11,483		9,694			4,605
Share-based compensation, net of income taxes of $563	20,241	—		—		—			1,936			—			—		1,936			—
Distributions	—	—		—		—			—			—			—		—			(4,459		)
Exercise of employee stock options	1,788	—		—		—			23			—			—		23			—
Payment of taxes for employee stock awards	—	—		—		—			(124		)	—			—		(124		)	—
Exchanges	9,255,400	1		(9,255,400	)	(1		)	110,734			292			—		111,026			(111,026		)
Tax receivable agreement arising from exchanges, net of income taxes of $10,109	—	—		—		—			(17,610		)	—			—		(17,610		)	—
Balance-June 30, 2019	109,323,871	$	11	20,999,784		$	2		$	1,022,529		$	(190	)	$	303,974	$	1,326,326		$	244,101

See accompanying notes to the unaudited consolidated financial statements.

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)



			Six Months Ended
			June 30, 2019			June 30, 2018
Operating activities
	Net income		$	43,281		$	53,922
	Depreciation and amortization		21,939			20,648
	Impairment of property, goodwill and intangibles		1,005			1,417
	Debt premium amortization		(536		)	(541		)
	Tax receivable agreement remeasurement and gain on buyout		(483		)	(14,124		)
	Share-based compensation		4,780			2,721
	Deferred taxes		5,637			4,994
	Change in operating assets and liabilities, net of acquisitions:
		Accounts receivable	(22,508		)	(8,458		)
		Inventories	(4,313		)	3,558
		Prepaids and other current assets	(1,661		)	(1,643		)
		Accounts payable and accrued expenses	18,168			17,187
		Customer trade allowances	8,755			1,501
	Net cash provided by operating activities		74,064			81,182

Investing activities
	Purchases of property and equipment		(15,398		)	(19,836		)
	Acquisition of business, net of cash		—			(23,910		)
	Acquisition and development of software assets		(2,907		)	(1,591		)
	Net cash used in investing activities		(18,305		)	(45,337		)

Financing activities
	Repayments of long-term debt and lease obligations		(5,056		)	(5,051		)
	Distributions to non-controlling interest		(4,916		)	(9,463		)
	Tax payments related to issuance of shares to employees		(124		)	(407		)
	Cash received from exercise of options		23			—
	Payments on tax receivable agreement		(2,779		)	(41,353		)
	Net cash used in financing activities		(12,852		)	(56,274		)
Net increase (decrease) in cash and cash equivalents			42,907			(20,429		)
Cash and cash equivalents at beginning of period			146,377			135,701
Cash and cash equivalents at end of period			$	189,284		$	115,272



Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
	Interest	$	22,472	$	20,358
	Net taxes paid	$	1,815	$	3,959
Supplemental disclosure of non-cash investing:
	Accrued capital expenditures	$	1,527	$	1,388

See accompanying notes to the unaudited consolidated financial statements.

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Description of Business

Hostess Brands, Inc. is a Delaware corporation headquartered in Kansas City, Missouri. The consolidated financial statements include the accounts of Hostess Brands, Inc. and its subsidiaries (collectively, the “Company”). The Company is a leading packaged food company focused on developing, manufacturing, marketing, selling and distributing fresh sweet baked goods in the United States.

The Company’s operations are conducted through indirect operating subsidiaries that are wholly-owned by Hostess Holdings, L.P. (“Hostess Holdings”), a direct subsidiary of Hostess Brands, Inc. Hostess Brands, Inc. holds 100% of the general partnership interest in Hostess Holdings and a majority of the limited partnership interests therein and consolidates Hostess Holdings in the Company’s consolidated financial statements. The remaining limited partnership interests in Hostess Holdings are held by the holders of the outstanding shares of Class B common stock of Hostess Brands, Inc. These limited partnership interests in Hostess Holdings are reflected in the consolidated financial statements as a non-controlling interest.

Basis of Presentation

The 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”). In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, and all such adjustments were of a normal and recurring nature. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018.

The Company has two reportable segments: Sweet Baked Goods and In-Store Bakery.

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases, along with the related ASUs 2018-01, 2018-10 and 2018-11 (collectively, “Topic 842”). Topic 842 requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. To adopt this standard, the Company utilized a modified retrospective transition method. Under this approach, the results for reporting periods beginning January 1, 2019 are presented under Topic 842. Prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting standards. There was no cumulative effect of applying Topic 842 to the opening balance of retained earnings. The Company has elected to apply the practical expedients under Topic 842 which allow entities to not reassess the lease classification for expired or existing leases and to not reassess if expired or existing contracts contain leases under the Topic 842 definition. The Company has also elected to use hindsight when determining the lease term of existing leases. As a result of the adoption, on January 1, 2019, the Company recognized right of use assets of $8.2 million, offset by associated accumulated amortization of $5.2 million and corresponding lease liabilities of $3.0 million. The recognition of leases subsequent to the adoption of Topic 842 is further described in the Leases section of this footnote.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries (including those for which the Company is the primary beneficiary of a variable interest entity). All intercompany balances and transactions have been eliminated in consolidation.

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of 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. Management utilizes estimates, including, but not limited to, valuation and useful lives of tangible and intangible assets, valuation of expected future payments under the tax receivable agreement, and reserves for trade and promotional allowances. Actual results could differ from these estimates.

Accounts Receivable

Accounts receivable represents amounts invoiced to customers for performance obligations which have been satisfied. As of June 30, 2019 and December 31, 2018, the Company’s accounts receivable were $128.2 million and $105.7 million, respectively, which have been reduced by an allowance for damages occurring during shipment, quality claims and doubtful accounts in the amount of $2.8 million and $2.6 million, respectively. In addition, there were customer trade allowances of $50.8 million and $42.0 million as of June 30, 2019 and December 31, 2018, respectively, in current liabilities in the consolidated balance sheets.

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.

The components of inventories are as follows:



(In thousands)	June 30, 2019		December 31, 2018

Ingredients and packaging	$	19,862	$	18,865
Finished goods	20,331		16,446
Inventory in transit to customers	2,700		3,269
	$	42,893	$	38,580

Impairment of Property and Equipment

For the six months ended June 30, 2018, the Company recorded an impairment loss of $1.4 million related to the planned disposition of certain production equipment before the end of its useful life. This loss is included in other operating expenses on the consolidated statement of operations. The measurement of this loss was based on Level 3 inputs within the fair value measurement hierarchy.

Software Costs

Included in “Other assets, net” in the consolidated balance sheets is capitalized software in the amount of $10.2 million and $8.5 million at June 30, 2019 and December 31, 2018, respectively. Capitalized software costs are amortized over their estimated useful life of five years commencing when such assets are ready for their intended use. Software amortization expense included in general and administrative was $0.7 million and $1.4 million for the three and six months ended June 30, 2019, respectively, compared to $0.8 million and $1.4 million for the three and six months ended June 30, 2018, respectively.

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Concentrations

The Company has one customer (together with its affiliates) that accounted for 10% or more of the Company’s total net revenue. The percentage of total net revenues for this customer is presented below by segment:



	Three Months Ended				Six Months Ended
(% of Consolidated Net Revenues)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018

Sweet Baked Goods	23.3	%	18.4	%	23.5	%	18.1	%
In-Store Bakery	0.4	%	0.6	%	0.4	%	0.6	%
Total	23.7	%	19.0	%	23.9	%	18.7	%

Leases

Subsequent to its adoption of Topic 842, the Company recognizes a right of use asset and corresponding lease liability on the consolidated balance sheet for all lease transactions with terms of more than 12 months. Agreements are determined to contain a lease if they convey the use and control of an underlying physical asset. Based on the nature of the lease transaction, leases are either classified as financing or operating. Under both classifications, the right of use asset and liability are initially valued based on the present value of the future minimum lease payments using an effective borrowing rate at the inception of the lease. The Company determined the effective borrowing rate based on its expected incremental borrowing rate on collateralized debt. At June 30, 2019, the weighted average effective borrowing rates for outstanding financing and operating leases were 6.8% and 4.7%, respectively.

Under a financing lease, interest expense related to the lease liability is recognized over the lease term using an effective interest rate method and right of use assets are amortized straight-line over the term of the lease. Under an operating lease, minimum lease payments are expensed straight-line over the lease term, lease liabilities are amortized using an effective interest rate method and right of use assets are reduced based on the excess of the sum of the straight-line lease expense and the reduction of the lease liability over the actual lease payments. At June 30, 2019, the average remaining terms on both financing leases and operating leases were approximately one year.

Variable lease payments, such as taxes and insurance, are expensed as incurred. Expenses related to leases with original terms less than 12 months (short-term leases) are expensed as incurred. For all leases related to distribution, bakery and corporate facilities, the Company has elected not to separate non-lease components from lease components.

The table below shows the composition of lease expenses for the period subsequent to the adoption of Topic 842:



	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2019		June 30, 2019
Amortization of right of use asset, financing lease	$	56	$	100
Interest, financing lease	5		12
Operating lease expense	616		1,257
Short-term lease expense	282		682
Variable lease expense	189		377
	$	1,148	$	2,428

At June 30, 2019, right of use assets related to both operating and financing leases are included in property and equipment, net on the consolidated balance sheet (see Note 2 Property and Equipment). As of June 30, 2019, lease liabilities for both operating and financing leases are included in the current and non-current portions of long-term debt and lease obligations on the consolidated balance sheet (see Note 6 Debt and Lease Obligations).

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2. Property and Equipment

Property and equipment consists of the following:



(In thousands)	June 30, 2019			December 31, 2018

Land and buildings	$	43,552		$	47,418
Right of use assets, operating	9,082			—
Right of use assets, financing	1,568			—
Machinery and equipment	205,859			194,830
Construction in progress	6,426			6,059
	266,487			248,307
Less accumulated depreciation and amortization	(42,736		)	(27,958		)
	$	223,751		$	220,349

Depreciation and amortization expense was $4.3 million and $8.6 million for the three and six months ended June 30, 2019, compared to $3.8 million and $7.2 million for the three and six months ended June 30, 2018.

3. Segment Reporting

The Company has two reportable segments: Sweet Baked Goods and In-Store Bakery. The Company’s Sweet Baked Goods segment consists of fresh and frozen baked goods and bread products that are sold under the Hostess®, Dolly Madison®, Cloverhill® and Big Texas® brands. The In-Store Bakery segment consists primarily of Superior on Main® branded and private label products sold through the in-store bakery section of grocery and club stores.

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company evaluates performance and allocates resources based on net revenue and gross profit. Information regarding the operations of these reportable segments is as follows:



	Three Months Ended				Six Months Ended
(In thousands)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018

Net revenue:
Sweet Baked Goods	$	229,273	$	204,237	$	442,151	$	403,529
In-Store Bakery	11,787		11,612		21,647		21,063
Net revenue	$	241,060	$	215,849	$	463,798	$	424,592

Depreciation and amortization:
Sweet Baked Goods	$	10,380	$	9,857	$	20,562	$	19,251
In-Store Bakery	680		700		1,377		1,397
Depreciation and amortization	$	11,060	$	10,557	$	21,939	$	20,648

Gross profit:
Sweet Baked Goods	$	80,925	$	64,359	$	154,069	$	133,797
In-Store Bakery	2,525		2,498		4,569		4,301
Gross profit	$	83,450	$	66,857	$	158,638	$	138,098

Capital expenditures (1):
Sweet Baked Goods	$	7,516	$	13,432	$	11,778	$	22,598
In-Store Bakery	28		164		180		217
Capital expenditures	$	7,544	$	13,596	$	11,958	$	22,815


(1)	Capital expenditures consists of purchases of property and equipment and acquisition and development of software assets paid in cash or acquired through accounts payable. From December 31, 2018 to June 30, 2019, capital expenditures in accounts payable decreased by $6.4 million. From December 31, 2017 to June 30, 2018 capital expenditures in accounts payable increased by $1.4 million.

Total assets by reportable segment are as follows:



(In thousands)	June 30, 2019		December 31, 2018

Total segment assets:
Sweet Baked Goods	$	2,981,878	$	2,924,333
In-Store Bakery	87,101		86,380
Total segment assets	$	3,068,979	$	3,010,713

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4. Goodwill and Intangible Assets

During the three months ended June 30, 2019, the Company recognized an impairment charge of $1.0 million in other operating expense on the consolidated statement of operations related to the In-Store Bakery reporting unit. This charge reflects a change in certain market assumptions since the last time the reporting unit was valued in the fourth quarter of 2018 (Level 1 input). Goodwill activity is presented below by reportable segment:



(In thousands)	Sweet Baked Goods		In Store Bakery			Total

Balance as of December 31, 2018	$	535,853	$	39,792		$	575,645
Impairment	—		(1,000		)	(1,000		)
Balance as of June 30, 2019	$	535,853	$	38,792		$	574,645

Intangible assets consist of the following:



(In thousands)	June 30, 2019			December 31, 2018

Intangible assets with indefinite lives (Trademarks and Trade Names)	$	1,410,497		$	1,410,497
Intangible assets with definite lives (Customer Relationships)	543,148			543,120
Less accumulated amortization (Customer Relationships)	(63,824		)	(51,802		)
Less accumulated impairment charges (Trademarks and Trade Names)	(600		)	(600		)
Intangible assets, net	$	1,889,221		$	1,901,215

Amortization expense was $6.0 million and $12.0 million for the three and six months ended June 30, 2019, respectively and $6.0 million and $12.0 million for the three and six months ended June 30, 2018, respectively. The unamortized portion of customer relationships will be expensed over their remaining useful lives, from 18 to 23 years. The weighted-average amortization period as of June 30, 2019 for customer relationships was 20.0 years.

5. Accrued Expenses and Other Current Liabilities

Included in accrued expenses and other current liabilities are the following:



(In thousands)	June 30, 2019		December 31, 2018

Payroll, vacation and other compensation	$	6,969	$	6,104
Incentive compensation	6,539		3,261
Accrued interest	4,974		4,849
Workers compensation reserve	2,743		1,866
Self-insurance reserves	1,772		1,646
Current income taxes payable	103		411
	$	23,100	$	18,137

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Debt and Lease Obligations

A summary of the carrying value of the debt and lease obligations is as follows:



(In thousands)	June 30, 2019			December 31, 2018
Third Term Loan (4.8% as of June 30, 2019)
Principal	$	978,856		$	983,825
Unamortized debt premium and issuance costs	3,242			3,778
Total Third Term Loan	982,098			987,603
Financing lease obligations	314			401
Operating lease obligations	2,912			—
Total debt and lease obligations	985,324			988,004
Less: Current portion of long term debt and lease obligations	(13,206		)	(11,268		)
Long-term portion	$	972,118		$	976,736

7. Interest Rate Swap

To reduce the effect of interest rate fluctuations, the Company entered into an interest rate swap contract with a counter party to make a series of payments based on a fixed interest rate of 1.78% 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 a notional amount of $500 million at the inception of the contract and will be reduced by $100 million each year of the five-year contract. As of June 30, 2019 and June 30, 2018, the notional amount is $300 million and $400 million, respectively. The Company entered into this transaction to reduce its exposure to changes in cash flows associated with its variable rate debt and has designated this derivative as a cash flow hedge. At June 30, 2019, the effective interest rate on the long-term debt hedged by this contract was 4.03%.

As of June 30, 2019 the fair value of the interest rate swap contract of $0.1 million is reported within other long Term liabilities on the consolidated balance sheet. As of December 31, 2018 the fair value of the interest rate swap contract of $5.1 million was reported within other assets, net on the consolidated balance sheet.The fair value of the interest rate swap contract is 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 observable market interest rate curves (Level 2).

8. Earnings per Share

Basic earnings per share is calculated by dividing net income attributable to the Company’s Class A stockholders for the period by the weighted average number of shares of Class A common stock outstanding for the period excluding non-vested restricted stock 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 public and private placement warrants, restricted stock units and stock options.

HOSTESS BRANDS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Below are basic and diluted net income per share:



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Numerator:
Net income attributable to Class A stockholders (in thousands)	$	11,483	$	19,283	$	32,609	$	43,123
Denominator:
Weighted-average Class A shares outstanding - basic	105,072,322		99,939,642		102,618,951		99,916,161
Dilutive effect of warrants	4,002,135		4,668,452		2,363,537		4,856,923
Dilutive effect of restricted stock units	434,738		165,000		355,522		138,390
Weighted-average shares outstanding - diluted	109,509,195		104,773,094		105,338,010		104,911,474

Net income per Class A share - basic	$	0.11	$	0.19	$	0.32	$	0.43

Net income per Class A share - diluted	$	0.10	$	0.18	$	0.31	$	0.41

For the three and six months ended June 30, 2019 and 2018, stock options were excluded from the computation of diluted net income per share because the assumed proceeds from the awards’ exercise was greater than the average market price of the common shares.

Weighted average Class A shares outstanding reflect the exchange of 9.3 million Class B shares for Class A shares during the three months ended June 30, 2019.

9. Income Taxes

The Company is subject to U.S. federal, state and local taxes on its allocable portion of the income of Hostess Holdings, a partnership for U.S. federal and most applicable state and local taxes. As a partnership, Hostess Holdings is itself not subject to U.S. federal and certain state and local income taxes. The operations of Hostess Holdings include those of its C Corporation subsidiaries.

The Company’s estimated annual effective tax rate is 21.8% prior to taking into account any discrete items. The effective tax rate was 35.2% and 0.8% in the second quarters of 2019 and 2018, respectively. The Company recognized a discrete tax expense of $2.8 million as compared to a discrete tax benefit of $5.0 million recognized in the prior year period resulting from revaluing deferred tax balances based on changes in estimated state apportionment factors and tax rates.

10. Tax Receivable Agreement

The following table summarizes activity related to the Tax Receivable Agreement for the six months ended June