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Income
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Equity
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Accounts Receivable (Details)
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Disaggregation of Revenue (Details)
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Concentrations (Details)
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(Exact name of registrant as specified in its charter)
iDelaware
i47-4168492
(State
or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
i7905 Quivira Road
i66215
iLenexa,
iKS
(Zip
Code)
(Address of principal executive offices)
(i816) i701-4600
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
iClass A Common Stock, Par Value of $0.0001 per share
iTWNK
iThe
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. iYes☒ 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). iYes☒ 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.:
iLarge
accelerated filer
☒
Accelerated filer
☐
Non‑accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
☐
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 i☐No ☒
Shares
of Class A common stock outstanding - i138,286,747 shares at May 2, 2022
This Quarterly Report on Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. Statements that constitute forward-looking statements are generally identified through the inclusion of words such as “believes,”“expects,”“intends,”“estimates,”“projects,”“anticipates,”“will,”“plan,”“may,”“should,” or similar language. Statements addressing events and developments that we expect or anticipate will occur are also considered forward-looking statements. All forward-looking statements included herein are made only as of the date hereof. It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. Readers of this Quarterly Report are cautioned not to place undue reliance on any such forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified under “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2021, 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.
3
HOSTESS BRANDS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except shares and per share data)
Long-term debt and lease obligations payable within one year
$
i14,126
$
i14,170
Tax
receivable agreement payments payable within one year
i10,200
i11,600
Accounts
payable
i90,591
i68,104
Customer
trade allowances
i63,329
i52,746
Accrued
expenses and other current liabilities
i36,873
i47,009
Total
current liabilities
i215,119
i193,629
Long-term
debt and lease obligations
i1,096,867
i1,099,975
Tax
receivable agreement obligations
i134,222
i134,265
Deferred
tax liability
i331,658
i317,847
Other
long-term liabilities
i1,615
i1,605
Total
liabilities
i1,779,481
i1,747,321
Commitments
and Contingencies (Note 9)
i
i
Class
A common stock, $ii0.0001/ par value, ii200,000,000/
shares authorized, i142,487,326 shares issued and i138,275,493 shares outstanding as of March 31, 2022 and i142,031,329
shares issued and i138,278,573 shares outstanding as of December 31, 2021
i14
i14
Additional
paid in capital
i1,302,039
i1,303,254
Accumulated
other comprehensive income (loss)
i17,720
(i506)
Retained
earnings
i509,958
i475,400
Treasury
stock
(i68,852)
(i59,172)
Stockholders’
equity
i1,760,879
i1,718,990
Total
liabilities and stockholders’ equity
$
i3,540,360
$
i3,466,311
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)
Repayments of long-term debt and lease obligations
(i2,792)
(i2,792)
Repurchase
of common stock
(i9,680)
i—
Tax
payments related to issuance of shares to employees
(i5,216)
(i843)
Cash
received from exercise of options and warrants
i1,662
i7,984
Payments
on tax receivable agreement
(i1,443)
(i1,600)
Net
cash provided by (used in) financing activities
(i17,469)
i2,749
Effect
of exchange rate changes on cash and cash equivalents
i74
i95
Net
increase (decrease) in cash and cash equivalents
(i10,728)
i24,812
Cash
and cash equivalents at beginning of period
i249,159
i173,034
Cash
and cash equivalents at end of period
$
i238,431
$
i197,846
Supplemental
Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest
$
i9,678
$
i9,807
Net
taxes paid (refunded)
$
(i514)
$
(i8,191)
Supplemental
disclosure of non-cash investing:
Accrued capital expenditures
$
i5,433
$
i4,026
See
accompanying notes to the unaudited condensed consolidated financial statements.
8
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.iSummary
of Significant Accounting Policies
Description of Business
Hostess Brands, Inc. is a Delaware corporation headquartered in Lenexa, Kansas. The condensed consolidated financial statements include the accounts of Hostess Brands, Inc. and its subsidiaries (collectively, the “Company”). The Company is a leading sweet snacks company focused on developing, manufacturing, marketing, selling and distributing snacks in North America 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.
i
Basis of Presentation
The Company’s operations are conducted through wholly-owned operating subsidiaries. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. For the periods presented, the Company has ione reportable segment.
/i
Adoption
of New Accounting Standards
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. ASU No. 2020-04 is elective and effective as of March
12, 2020 through December 31, 2022. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company will adopt Topic 848 when its relevant contracts are modified upon transition to alternative reference rates. The Company does not expect the adoption of Topic 848 to have a material impact on its condensed consolidated financial statements.
iPrinciples
of Consolidation
All intercompany balances and transactions related to activity between the Company and its wholly-owned subsidiaries have been eliminated in consolidation.
iUse 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.
i
Accounts Receivable
Accounts receivable represents amounts invoiced to customers for performance obligations which have been satisfied. As of March 31, 2022 and December 31, 2021, the
Company’s accounts receivable were $i193.1 million and $i148.2 million, respectively, which have been reduced by an allowance for damages occurring during shipment,
quality claims and doubtful accounts in the amount of $i4.4 million and $i3.0 million for the
periods ending March 31, 2022 and December 31, 2021, respectively.
The allowance for doubtful accounts represents the Company’s estimate of expected credit losses related to trade receivables. To estimate the allowance for doubtful accounts, the Company leverages information on historical losses, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are written off against the allowance when the Company deems the amount is uncollectible.
/
9
HOSTESS
BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
i
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.
Capitalized software is included in other assets in the condensed consolidated balance sheets in the amount of $i15.6 million and $i14.7
million as of March 31, 2022 and December 31, 2021, respectively. Capitalized software costs are amortized over their estimated useful life of up to ifive years commencing when such assets are ready for their intended use. Software amortization expense included in general and administrative operating expense was $i1.0
million for the three months ended March 31, 2022, compared to $i0.9 million for the three months ended March 31, 2021.
iDisaggregation
of Revenue
Net revenue consists of sales of packaged food products primarily within the Sweet Baked Goods category in the United States, as well as in the Cookie category in the United States and Canada.
i
The following tables disaggregate revenue by geographical market and category.
For
the three months ended March 31, 2022 and 2021, the Company had one customer (together with its affiliates) that accounted for i20.7% and i20.5%
of total net revenue, respectively.
i
Foreign Currency Remeasurement
Certain Voortman Cookies Limited (“Voortman”) sales and costs are denominated in the Canadian dollar (“CAD”). CAD transactions have been remeasured into U.S. dollars (“USD”) on the condensed consolidated statements of operations using the average exchange rate for the reporting period. Balances expected to be settled in CAD have been remeasured into USD on
the condensed consolidated balance sheets using the exchange rate at the end of the
10
HOSTESS BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
period. During the three months ended March 31, 2022 and 2021, the Company recognized losses on remeasurement of $i0.3 million
and $i0.1 million, respectively, which is reported within other expense on the condensed consolidated statement of operations.
Less:
Current portion of long term debt and lease obligations
(i14,126)
(i14,170)
Long-term
portion
$
i1,096,867
$
i1,099,975
/i
At
March 31, 2022, minimum debt repayments under the term loan are due as follows:
(In thousands)
2022
$
i8,375
2023
i11,167
2024
i11,167
2025
i1,058,095
/
Leases
The
Company has entered into operating leases for certain properties which expire at various times through 2026. The Company determines if an arrangement is a lease at inception.
At March 31, 2022 and December 31, 2021, right of use assets related to operating leases are included in property and equipment, net on the condensed consolidated balance sheets (see Note 2. Property and Equipment). As of March 31, 2022 and December 31 2021, the Company has 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.
i
The table below shows the composition of lease expense:
The
Company entered into interest rate swap contracts with counter parties to make a series of payments based on fixed rates ranging from i1.11% to i2.06%
in addition to the term loan margin of i2.25% and receive a series of payments based on the greater of LIBOR or i0.75%. Both the fixed and floating payment streams are based on the March
31, 2022 notional amount of $i800 million which will reduce by $i100 million in May 2022, with the remaining
$i700 million outstanding through August 2025. The Company entered into these transactions to reduce its exposure to changes in cash flows associated with its variable rate debt and has designated these derivatives as cash flow hedges. At March 31, 2022, the interest on the Company’s variable rate debt hedged by these contracts
is effectively fixed at rates ranging from i3.36% to i4.31%.
To reduce the effect of fluctuations in CAD denominated expenses
relative to their U.S. dollar equivalents originating from its Canadian operations, the Company entered into CAD purchase contracts. The contracts provide for the Company to sell a total of $i13.4 million
USD for $i16.8 million CAD at varying defined settlement dates through March 2023. The Company has designated these contracts as cash flow hedges.
i
A
summary of the fair value of interest rate and foreign currency instruments is as follows:
(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).
/
i
A
summary of the gains and losses related to interest rate and foreign currency instruments in the condensed consolidated statements of operations is as follows:
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. iEarnings per Share
Basic earnings per share is calculated by dividing net income for the period by the weighted average number of shares of Class A common stock outstanding for the period excluding non-vested share-based awards. In computing diluted earnings per share, basic earnings per share is adjusted
for the assumed issuance of all applicable potentially dilutive share-based awards including RSUs and stock options as well as public and private placement warrants.
Weighted-average
Class A shares outstanding - basic
i138,602,451
i130,839,313
Dilutive
effect of warrants
i—
i5,830,238
Dilutive
effect of RSUs
i484,295
i414,314
Dilutive
effect of stock options
i478,390
i103,024
Weighted-average
shares outstanding - diluted
i139,565,136
i137,186,889
Net
income per Class A share - basic
$
i0.25
$
i0.20
Net
income per Class A share - diluted
$
i0.25
$
i0.19
/
For
warrants that are liability-classified, during periods when the impact would be dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.
There were ino
stock options that were excluded from the computation of diluted weighted average shares for the three months ended March 31, 2022 compared to i123,998 excluded for the three months ended March 31, 2021, because their effect was anti-dilutive.
7. iIncome
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 i27.1%
prior to taking into account any discrete items. As of March 31, 2022 income taxes payable were $i3.5 million as compared to income taxes receivable as of December 31, 2021 were $i3.1 million.
14
HOSTESS
BRANDS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. iTax Receivable Agreement Obligations
i
The
following table summarizes activity related to the tax receivable agreement for the three months ended March 31, 2022:
As
of March 31, 2022 the future expected payments under the tax receivable agreement are as follows:
(In thousands)
2022
$
i10,200
2023
i9,600
2024
i10,100
2025
i9,400
2026
i9,600
Thereafter
i95,522
/
9.
iCommitments 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.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Hostess Brands,
Inc. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, and our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. The terms “our”, “we,”“us,” and “Company” as used herein refer to Hostess Brands, Inc. and its consolidated subsidiaries.
Overview
We are a leading North America sweet snacks company that produces sweet baked goods (“SBG”) and cookie and wafer products, 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 SBG category, according to Nielsen U.S. total universe. For the 13-week period ended April 2, 2022, our branded SBG (which includes Hostess®, Dolly Madison®, Cloverhill® and Big Texas®) market share was 22.0% per Nielsen’s U.S. SBG category data.
Factors Impacting Recent Results
There have been constraints in certain aspects of the global supply chain that have and continue to impact our operations, including cost and availability of labor, transportation and raw materials. These constraints have resulted from various macro factors, including, but not limited to, the COVID-19
pandemic, trends in labor markets, the conflict in Ukraine, the Avian Influenza and overall elevated demand for goods. We manage the impact of cost increases, wherever possible, by locking in prices on ingredients and packaging. We expect to partially mitigate the inflationary cost increases through pricing actions implemented in 2021 and the first quarter of 2022, as well as those we plan to implement throughout the remainder of 2022.
While these constraints have not significantly disrupted our operations to date, it is possible that they could materially impact our ability to source ingredients and packaging for our production facilities or our ability to ship products to our customers. We continue to work closely with all of our vendors, distributors, contract manufacturers, and other external business partners to maintain availability
of our products for our customers and consumers.
Net revenue for the three months ended March 31, 2022 increased $66.7 million, or 25.1%, compared to the three months ended March 31, 2021, with higher volumes accounting for approximately 15% of the quarterly growth and the remaining increase attributed to planned pricing action and favorable product mix. Compared to the same period last year, SBG net revenue increased $58.7 million or 24.7%, while Cookies net revenue increased $8.0 million or 28.9%.
Gross Profit
Gross profit was 34.8% of net revenue for the three months ended March 31, 2022, a decrease of 117 basis points from a gross margin of 36.0% for the three months
ended March 31, 2021. The decrease in gross margin was attributed to increased transportation, labor and other input cost inflation, partially offset by pricing actions and productivity initiatives.
Operating Costs and Expenses
Operating costs and expenses for the three months ended March 31, 2022 were $57.3 million, compared to $48.5 million for the three months ended March 31, 2021. The increase was primarily attributed to higher incentive compensation and other investments in workforce as well as project consulting costs.
Other (Income) Expense
Other expense for the three months ended March
31, 2022 was $10.1 million compared to other expense of $10.3 million for the three months ended March 31, 2021. The decrease in other expense was primarily due to interest expense on our term loans, which was $9.4 million and $9.7 million for the three months ended March 31, 2022 and 2021, respectively.
Income Taxes
Our effective tax rate for the three months ended March 31, 2022 was 28.4% compared to 27.2% for the three months ended March 31, 2021. The increase in the tax rate is attributed to a discrete expense of $0.6 million recognized during the three months ended March 31, 2022,
related to share-based compensation..
17
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 productions process, scheduled rent on leased facilities, scheduled debt service payments on
our term loan and 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. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
We
had working capital, excluding cash, as of March 31, 2022 and December 31, 2021 of $44.8 million and $17.9 million, respectively. We have the ability to borrow under the Revolver to meet obligations as they come due. As of March 31, 2022, we had approximately $94.0 million available for borrowing, net of letters of credit, under our Revolver.
Cash Flows from Operating Activities
Cash flows provided by operating activities for the three months ended March 31, 2022 and 2021 were $31.5 million and $32.9 million, respectively. Despite an increase in earnings, operating cash flow decreased slightly due to an increase in working capital in
the current year and additional tax refunds of $7.7 million received in the prior-year period.
Cash Flows from Investing Activities
Investing activities used $24.9 million and $10.9 million of cash for the three months ended March 31, 2022 and 2021, respectively. On February 22, 2022, we purchased a facility in Arkadelphia, Arkansas for a total purchase price of $11.5 million. Additional capital expenditures were incurred on this project during the three months ended March 31, 2022, and we expect elevated capital expenditures due to this project throughout the remainder of 2022.
Cash Flows from Financing Activities
Financing
activities used $17.5 million for the three months ended March 31, 2022 and provided $2.7 million for the three months ended March 31, 2021. The net outflow for the current-year period consisted of cash used to repurchase 0.5 million shares of our common stock under existing securities repurchase authorizations as well as scheduled payments under the tax receivable agreement and term loan. The net inflow in the prior-year period reflects proceeds on exercise of employee stock options and proceeds from the exercise of public warrants, offset by scheduled payments under the tax receivable agreement and term loan.
Long-Term Debt
As of March 31, 2022, $1,088.8 million aggregate principal amount of the term loan was outstanding and letters
of credit worth up to $6.0 million aggregate principal amount were available, reducing the amount available under the Revolver. We had no outstanding borrowings under our Revolver as of March 31, 2022. As of March 31, 2022, we were in compliance with the covenants under the term loan and the Revolver.
Contractual Obligations and Commitments
There were no material changes, outside the ordinary course of business, in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021.
18
Item
3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2021. Our exposures to market risk have not changed materially since December 31, 2021.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Interim 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 March 31, 2022, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2022 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 Interim
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
During the three months ended March 31, 2022, 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.
19
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.
Item 1A. Risk Factors
Our
risk factors are set forth in the “Risk Factors” section of our Annual Report on Form 10-K filed on March 1, 2022. There have been no material changes to our risk factors since the filing of the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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 May 4, 2022.
