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Form 8-K Hostess Brands, Inc. For: May 17

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May 17, 2021 7:02 AM EDT

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Hostess Brands, Inc. Announces Strong First Quarter 2021 Financial Results
Net Revenue Growth of 9.0% and 163 basis points of Market Share Growth
Reaffirms Full Year 2021 Outlook

KANSAS CITY, MO, May 17, 2021 - Hostess Brands, Inc. (NASDAQ: TWNK, TWNKW) (the “Company”), today reported its financial results for the three months ended March 31, 2021.

“We had an excellent start to 2021 with strong net revenue and earnings growth across both Sweet Baked Goods and Voortman on top of strong growth in the prior year comparable period. Our brands’ strength drove impressive point-of-sale growth, leading to all-time high market share across several channels,” commented Andy Callahan, the Company’s President and Chief Executive Officer. “We continue to experience elevated at-home consumption, while at the same time, increased on-the-go snacking and consumer mobility are benefiting our profitable single-serve mix. Continued strong execution on productivity and pricing measures gives us the confidence to manage inflation and leaves us optimistic for the remainder of 2021.”
Highlights for the First Quarter 2021 as Compared to the Prior Year Period1

▪Net revenue was $265.4 million, an increase of 9.0%, driven primarily by the strong performance of Hostess® and Voortman® branded products.
▪Gross profit was $95.5 million, an increase of 20.4%. On an adjusted basis, gross profit increased 13.3% primarily from favorable mix and realization of Voortman cost synergies.
▪Net income was $26.7 million, or $0.19 per diluted share, compared to $81.7 million, or $0.02 per diluted share, in the prior year period. Adjusted net income increased $8.3 million, or 44.6%, to $26.9 million, resulting in $0.20 adjusted EPS compared to $0.14 adjusted EPS in the prior year period. The increase in adjusted net income and adjusted EPS was primarily due to higher sales volume, favorable mix and realization of Voortman synergies.
▪Adjusted EBITDA was $62.5 million, or 23.5% of net revenue, an increase of 22.5%. The increase was primarily driven by higher Hostess® and Voortman® branded sales, realization of Voortman synergies and operating efficiencies.
▪Cash and cash equivalents were $197.8 million as of March 31, 2021. Continued reduction of net leverage ratio to 3.6x driven by strong operating cash flow.

Operational Highlights

▪Continued excellent execution by the Hostess Brands team against our priorities of keeping our team and communities safe and servicing our consumers and customers during the Covid pandemic and dynamic operating environment.
▪Total Company manufacturer point of sale increased 8.7% and market share grew 163 basis points to 20.7% within the Sweet Baked Goods category driven by 10.6% Hostess® branded point of sale growth.
▪Meaningful market share expansion with 327 basis points of growth in the Convenience channel and 786 basis points of growth in the Dollar channel.
▪Continued strong execution of 2021 innovation slate while advancing innovation pipeline to drive long-term growth.
▪New Donette® line fully operational and new cake line on schedule for ramp up in the second half of 2021 expanding capacity to enable growth.
▪Implementing multi-faceted pricing actions in the second half of 2021.

1This press release contains certain non-GAAP financial measures, including adjusted revenue, adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted EBITDA, adjusted net income, adjusted net income attributed to Class A stockholders and adjusted earnings per share (“EPS”). Please refer to the schedules in the press release for reconciliations of non-GAAP financial measures to the comparable GAAP measure. Unless otherwise stated, all comparisons of financial measures in this press release are to the first quarter of 2020. All measures of market performance contained in this press release, including point of sale and market share include all Company branded products within the SBG category as reported by Nielsen but do not include other products sold outside of the SBG category. All market data in this press release refer to the thirteen week period ended April 3, 2021 and reflects a scheduled one-week shift in current and prior-year reporting periods performed by Nielsen in April 2021 to better coincide with calendar periods. The Company's leverage ratio is net debt (total long-term debt less cash) divided by the trailing twelve months adjusted EBITDA.

First Quarter 2021 Compared to First Quarter 20201

Net revenue was $265.4 million, an increase of 9.0%, or $21.9 million, compared to $243.5 million. The increase in net revenue was driven by sweet baked goods net revenue, which increased 5.0%, or $11.3 million, and strong Voortman growth of 61.9%, or $10.6 million contributing approximately 4.0 points to total growth. The significant Voortman increase over prior year was primarily due to the transition to the warehouse distribution model during the first quarter of 2020.

Gross profit was $95.5 million, or 36.0% of net revenue, compared to $79.3 million, or 32.6% of net revenue. Adjusted gross profit was $95.5 million, or 36.0% of net revenue, compared to $84.3 million, or 34.6% of net revenue. Adjusted gross profit increased 13.3% driven primarily by higher volume of Hostess® branded products and favorable mix. Additionally, the increase was driven by the realization of Voortman synergies and productivity efficiencies as the Voortman business was not yet transitioned to the warehouse distribution model and fully integrated in the first quarter of 2020.

Operating costs and expenses were $48.5 million compared to $64.2 million, a decrease of 24.5%. The decrease was primarily attributed to prior year expenses incurred for the integration and conversion of Voortman's operations and the realization of operating cost synergies.
The Company's effective tax rate was 27.2% compared to 0.3% in the prior year. The increase in tax rate is primarily attributed to the $79.1 million change in fair value of warrant liabilities in the prior-year period, which is a non-taxable gain. The effective rate was also impacted by the removal of the non-controlling interest in the current-year period and a write-off of deferred taxes in the prior-year period related to Voortman.
Net income was $26.7 million compared to $81.7 million and EPS was $0.19 per diluted share compared to $0.02 per diluted share. The decrease in net income was due to gains on the change in fair value of our liability-classified warrants of $0.1 million compared to $79.1 million, partially offset by lower operating costs. Diluted EPS excludes the impact of the change in fair value of the warrants as it is anti-dilutive in both periods, resulting in an increase in diluted EPS. Adjusted net income was $26.9 million compared to $18.6 million and adjusted EPS was $0.20 compared to $0.14. Adjusted net income increased as a result of the favorable mix and operating efficiencies noted above.
Adjusted EBITDA was $62.5 million, or 23.5% of net revenue, compared to $51.0 million, or 20.9% of net revenue, an increase of $11.5 million, or 22.5%. The increase was driven by strong Hostess® branded volume and favorable mix, as well as $8.0 million higher Voortman Adjusted EBITDA as a result of the integration and transition to the warehouse model.
Cash from operations for the three months ended March 31, 2021 was $32.9 million compared to $13.1 million for the same period last year. Operating cash flow benefited from current year improvement in profitability as well as lapping prior-year costs related to the integration and conversion of Voortman's operations.
Restatement of Historical Warrant Accounting
As previously reported on Form 8-K issued May 6, 2021, following consideration of guidance issued in a recent SEC staff statement, the Company concluded that certain of its warrants should have been classified as liabilities and measured at fair value, with changes in fair value each period reported in earnings and as a result has restated all historical periods impacted.
There was no impact from the restatement to previously reported net revenue, gross profit, operating income, cash and cash equivalents, cash flows from operating, investing or financing activities or the Company's reported net leverage ratio. Additionally, there was no impact from the restatement to previously reported adjusted non-GAAP results or our 2021 outlook.

As a result of the restatement, the Company recognized an incremental non-operating gain of $79.1 million for the three months ended March 31, 2020 based on the change in the fair value of the outstanding liability-classified warrants. The change in fair value for the three months ended March 31, 2020 was less than $0.1 million and the prospective changes in fair value of the outstanding warrant liabilities are not expected to be significant. See the appendix to this release for updated reconciliations of the restated GAAP financial results to the unchanged non-GAAP results for each of the quarterly periods in 2020.
2021 Outlook
The Company reaffirms the following expected consolidated financial results for the full year 2021:
•Adjusted net revenue growth of 3.0% to 4.5%;
•Adjusted EBITDA of $255 million to $265 million, an increase of 6.3% to 10.4% from 2020;
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•Adjusted EPS of $0.80 to $0.85, an increase of 6.7% to 13.3% from 2020**;
•Leverage ratio of approximately 3x at the end of 2021 compared to 3.9x at December 31, 2020**;
•Capital expenditures of approximately $60 million to $65 million, which includes a $25 million investment to increase the Company's cake production capacity to support continued growth;
•Income tax rate of approximately 27%, reflecting the elimination of the non-controlling interest in the fourth quarter of 2020 and higher state taxes.
** Outlook assumes an effective net share settlement of outstanding warrants which expire in November 2021 and no other strategic uses of cash.
The Company reaffirms its long-term financial objectives of organic revenue growth, adjusted EBITDA margins and free cash flow conversion in the top-quartile of its peers.

The Company provides guidance only on a non-generally accepted accounting principles (non-GAAP) basis and does not provide a reconciliation of the Company's forward-looking financial expectations to the most directly comparable GAAP financial measure because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation; including adjustments that could be made for deferred taxes; remeasurement of the Tax Receivable Agreement, transformation expenses and other non-operating gains or losses reflected in the Company's reconciliation of historic non-GAAP financial measures, the amount of which could be material. Please refer to the Reconciliation of Non-GAAP Financial Measures included in this press release for further information about the use of these measures.

Conference Call and Webcast
The Company will host a conference call and webcast with an accompanying presentation today, May 17, 2021 at 8:30 a.m. EDT to discuss the results for the first quarter. Investors interested in participating in the live call can dial 877-451-6152 from the U.S. and 201-389-0879 internationally. A telephone replay will be available approximately two hours after the call concludes through Monday, May 31, 2021, by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13717991. The simultaneous, live webcast and presentation will be available on the Investor Relations section of the Company’s website at www.hostessbrands.com. The webcast will be archived for 30 days.
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About Hostess Brands, Inc.

Hostess Brands, Inc. is a leading packaged food company focused on developing, manufacturing, marketing, selling and distributing snacks in North America sold under the Hostess®, Dolly Madison®, Cloverhill®, Big Texas®, and Voortman® brands. The Hostess® brand’s history dates back to 1919, when the Hostess® CupCake was introduced to the public, followed by Twinkies® in 1930. Today, the Company produces a variety of new and classic treats in addition to Twinkies® and CupCakes, including Donettes®, Ding Dongs®, Zingers®, Danishes, Honey Buns and Coffee Cakes. In January 2020, the Company acquired Voortman Cookies Limited which produces a variety of cookies and wafers products, including sugar-free products under the Voortman® brand. For more information about Hostess® products and Hostess Brands, please visit hostesscakes.com. Follow Hostess on Twitter: @Hostess_Snacks; on Facebook: facebook.com/Hostess; on Instagram: Hostess_Snacks; and on Pinterest: pinterest.com/hostesscakes.

Forward-Looking Statements

This press release contains statements reflecting the Company's views about its future performance that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. 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 the Company's future operating performance and statements addressing events and developments that the Company expects or anticipates will occur are also considered as forward-looking statements. All forward-looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

These statements inherently involve risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include, but are not limited to, maintaining, extending and expanding the Company’s reputation and brand image; protecting intellectual property rights; leveraging the Company’s brand value to compete against lower-priced alternative brands; correctly predicting, identifying and interpreting changes in consumer preferences and demand and offering new products to meet those changes; operating in a highly competitive industry; the continued ability to produce and successfully market products with extended shelf life; the ability to pass cost increases on to our customers; the ability to maintain or add additional shelf or retail space for the Company’s products; our ability to identify or complete strategic acquisitions, alliances, divestitures or joint ventures; our ability to successfully integrate, achieve expected synergies and manage our acquired businesses and brands; the ability to drive revenue growth in key products or add products that are faster-growing and more profitable; adverse impact or disruption to our business caused by COVID-19 or future outbreaks of highly infectious or contagious diseases; volatility in commodity, energy, and other input prices and the ability to adjust pricing to cover increased costs; significant changes in the availability and pricing of transportation; dependence on major customers; increased labor and employee related costs; strikes or work stoppages; product liability claims, product recalls, or regulatory enforcement actions; dependence on third parties for significant services; unanticipated business disruptions; geographic focus could make the Company particularly vulnerable to economic and other events and trends in North America; consolidation of retail customers; unsuccessful implementation of business strategies to reduce costs; increased costs to comply with governmental regulation; failures, unavailability, or disruptions of the Company’s information technology systems; dependence on key personnel or a highly skilled and diverse workforce; the Company’s ability to finance indebtedness on terms favorable to the Company; and other risks as set forth from time to time in the Company’s Securities and Exchange Commission filings.

As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified and discussed in Item 1A-Risk Factors in the Company's Annual Report on Form 10-K/A for 2020 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 to be filed today. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are expressly qualified in their entirety by these risk factors. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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HOSTESS BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except shares and per share data)
March 31,
2021		December 31,
2020
ASSETS
Current assets:

Cash and cash equivalents$197,846 $173,034 
Accounts receivable, net159,492 125,550 
Inventories52,144 49,348 
Prepaids and other current assets8,468 21,614 
Total current assets417,950 369,546 
Property and equipment, net306,995 303,959 
Intangible assets, net1,962,025 1,967,903 
Goodwill706,615 706,615 
Other assets, net17,166 17,446 
Total assets$3,410,751 $3,365,469 

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Long-term debt and lease obligations payable within one year$13,508 $13,811 
Tax receivable agreement payments payable within one year10,200 11,800 
Accounts payable 76,106 61,428 
Customer trade allowances47,514 46,779 
Warrant liabilities785 861 
Accrued expenses and other current liabilities38,855 55,715 
Total current liabilities186,968 190,394 
Long-term debt and lease obligations1,110,101 1,113,037 
Tax receivable agreement obligations144,744 144,744 
Deferred tax liability303,880 295,009 
Other long-term liabilities1,575 1,560 
Total liabilities1,747,268 1,744,744 
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 131,184,826 and 130,347,464 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively13 13 
Additional paid in capital1,290,882 1,281,018 
Accumulated other comprehensive loss(4,245)(10,407)
Retained earnings382,833 356,101 
Treasury stock(6,000)(6,000)
Stockholders’ equity1,663,483 1,620,725 
Total liabilities and stockholders’ equity$3,410,751 $3,365,469 

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HOSTESS BRANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except shares and per share data)
Three Months Ended
March 31, 2021March 31, 2020
Net revenue$265,421 $243,485 
Cost of goods sold169,902 164,148 
Gross profit95,519 79,337 
Operating costs and expenses:
Advertising and marketing
11,781 10,063 
Selling expense
8,630 18,120 
General and administrative
22,185 25,195 
Amortization of customer relationships
5,878 6,484 
Business combination transaction costs— 4,282 
Other operating expense— 27 
Total operating costs and expenses48,474 64,171 
Operating income 47,045 15,166 
Other expense (income):
Interest expense, net10,017 11,725 
Change in fair value of warrant liabilities(76)(79,100)
Other expense363 553 
Total other expense (income)10,304 (66,822)
Income before income taxes36,741 81,988 
Income tax expense10,009 248 
Net income 26,732 81,740 
Less: Net income attributable to the non-controlling interest— 292 
Net income attributable to Class A stockholders$26,732 $81,448 
Earnings per Class A share:
Basic$0.20 $0.66 
Diluted$0.19 $0.02 
Weighted-average shares outstanding:
Basic130,839,313 123,123,656 
Diluted137,186,889 126,075,126 

6

HOSTESS BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
Three Months Ended
March 31, 2021March 31, 2020
Operating activities
Net income$26,732 $81,740 
Depreciation and amortization12,691 12,821 
Debt discount amortization311 338 
Change in fair value of warrant liabilities(76)(79,100)
Unrealized foreign exchange losses123 286 
Non-cash lease expense329 590 
Share-based compensation2,723 2,077 
Deferred taxes6,646 (649)
Loss on sale of assets— 27 
Change in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable(34,204)(17,463)
Inventories(2,796)5,180 
Prepaids and other current assets 13,112 3,270 
Accounts payable and accrued expenses6,582 864 
Customer trade allowances680 3,161 
Net cash provided by operating activities32,853 13,142 
   
Investing activities
Purchases of property and equipment(10,251)(11,323)
Acquisition of business, net of cash acquired— (318,427)
Acquisition and development of software assets(634)(1,793)
Net cash used in investing activities(10,885)(331,543)
Financing activities
Repayments of long-term debt and lease obligations(2,792)(2,792)
Proceeds from long-term debt origination, net of fees paid— 136,888 
Distributions to non-controlling interest— (1,614)
Tax payments related to issuance of shares to employees(843)(1,004)
Cash received from exercise of options and warrants7,984 155 
Payments on tax receivable agreement(1,600)(1,279)
Net cash provided by (used in) financing activities2,749 130,354 
Effect of exchange rate changes on cash and cash equivalents95 (873)
Net increase (decrease) in cash and cash equivalents24,812 (188,920)
Cash and cash equivalents at beginning of period173,034 285,087 
Cash and cash equivalents at end of period$197,846 $96,167 
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest$9,807 $10,758 
Net taxes paid (refunded)$(8,191)$(586)
Supplemental disclosure of non-cash investing:
Accrued capital expenditures$4,026 $2,014 



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HOSTESS BRANDS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted net revenue, adjusted gross profit, adjusted operating income, adjusted net income, adjusted Class A net income, adjusted EBITDA, adjusted diluted shares and adjusted EPS collectively referred to as “Non-GAAP Financial Measures,” are commonly used in the Company's industry and should not be construed as an alternative to net revenue, gross profit, operating income, net income, net income attributed to Class A stockholders or earnings per share as indicators of operating performance (as determined in accordance with GAAP). These Non-GAAP Financial Measures may not be comparable to similarly titled measures reported by other companies. The Company has included these Non-GAAP Financial Measures because it believes the measures provide management and investors with additional information to measure the Company's performance, estimate the Company's value and evaluate the Company's ability to service debt.
Non-GAAP Financial Measures are adjusted to exclude certain items that affect comparability. The adjustments are itemized in the tables below. You are encouraged to evaluate these adjustments and the reason the Company considers them appropriate for supplemental analysis. In evaluating adjustments, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments set forth below. The presentation of Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or recurring items.
The Company defines adjusted EBITDA as net income adjusted to exclude (i) interest expense, net, (ii) depreciation and amortization (iii) income taxes and (iv) share-based compensation, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of the Company's results as reported under GAAP. For example, adjusted EBITDA:
•does not reflect the Company's capital expenditures, future requirements for capital expenditures or contractual commitments;
•does not reflect changes in, or cash requirements for, the Company's working capital needs;
•does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company's debt; and
•does not reflect payments related to income taxes, the Tax Receivable Agreement or distributions to the non-controlling interest to reimburse its tax liability.

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HOSTESS BRANDS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited, amounts in thousands, except shares and per share data)
Three Months Ended March 31, 2021
Gross ProfitOperating IncomeNet IncomeClass A Net IncomeDiluted EPS
GAAP Results$95,519 $47,045 $26,732 $26,732 $0.19 
Non-GAAP adjustments:
Foreign currency impacts— — 123 123 — 
Change in fair value of warrant liabilities— — (76)(76)— 
Other— — 239 239 0.01 
Tax impact of adjustments— — (99)(99)— 
Adjusted Non-GAAP results$95,519 $47,045 26,919 $26,919 $0.20 
Income tax10,108 
Interest expense10,017 
Depreciation and amortization12,691 
Share-based compensation2,723 
Adjusted EBITDA$62,458 

Three Months Ended March 31, 2020
Gross ProfitOperating IncomeNet IncomeClass A Net IncomeDiluted EPS
GAAP Results$79,337 $15,166 $81,740 $81,448 $0.02 
Non-GAAP adjustments:
Foreign Currency impacts— — 286 270 — 
Acquisition, disposal and integration related costs (1)1,021 14,941 14,941 14,089 0.12 
Facility transition costs (2)3,681 5,711 5,711 5,385 0.04 
Impairment of property and equipment, intangible assets and goodwill— 26 26 25 — 
COVID-19 costs250 250 250 236 — 
Change in fair value of warrant liabilities— — (79,100)(79,100)— 
Other— — 267 267 — 
Tax impact of adjustments— — (5,514)(5,514)(0.04)
Adjusted Non-GAAP results$84,289 $36,094 18,607 $17,106 $0.14 
Income tax5,762 
Interest expense11,725 
Depreciation and amortization12,821 
Share-based compensation2,077 
Adjusted EBITDA$50,992 

(1) Acquisition, disposal and integration related operating costs include $6.4 million of selling expense, $3.2 million of general and administrative expense and $4.3 million of business combination transaction costs.
(2) Facility transition operating costs are included in general and administrative expenses on the consolidated statement of operations.

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HOSTESS BRANDS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES -
SUPPLEMENTAL 2020 RESTATED QUARTERLY RESULTS
(Unaudited, amounts in thousands, except per share data)


The tables below provide a reconciliation of net income, Class A net income, diluted shares outstanding and diluted EPS, which were impacted by the restatement, to the applicable non-GAAP financial measures for the three months ended June 30, 2020, September 30, 2020 and December 31, 2020.

Three Months Ended June 30, 2020
Net IncomeClass A Net IncomeDiluted SharesDiluted EPS
GAAP Results$988 $(212)123,818 $— 
Non-GAAP adjustments:
Foreign Currency impacts710 676 — 0.01 
Acquisition, disposal and integration related costs (1)12,360 11,767 — 0.09 
COVID-19 costs (2)2,138 2,035 — 0.02 
Change in fair value of warrant liabilities16,382 16,382 758 0.13 
Other381 363 — — 
Tax impact of adjustments(3,722)(3,543)— (0.03)
Adjusted Non-GAAP results29,237 $27,468 124,576 $0.22 
Income tax9,215 
Interest expense10,580 
Depreciation and amortization13,656 
Share-based compensation2,425 
Adjusted EBITDA$65,113 
(1) Acquisition, disposal and integration operating costs include $1.6 million of selling expenses and $3.9 million of general and administrative expenses on the consolidated statement of operations.
(2) COVID-19 operating costs are included in general and administrative expenses on the consolidated statement of operations. Total COVID-19 non-GAAP adjustments primarily consist of costs of incremental cleaning and sanitation, personal protective equipment and employee bonuses.


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Three Months Ended September 30, 2020
Net IncomeClass A Net IncomeDiluted SharesDiluted EPS
GAAP Results$26,233 $24,865 127,587 $0.18 
Non-GAAP adjustments:
Foreign Currency impacts398 378 — — 
Acquisition, disposal and integration related costs (1)1,556 1,478 — 0.01 
Tax Receivable Agreement remeasurement610 610 — 0.01 
Change in fair value of warrant liabilities(2,260)(2,260)— — 
Other541 514 — — 
Remeasurement of tax liabilities(1,222)(1,222)— (0.01)
Tax impact of adjustments(601)(601)— — 
Adjusted Non-GAAP results25,255 $23,762 127,587 $0.19 
Income tax8,104 
Interest expense10,265 
Depreciation and amortization14,522 
Share-based compensation2,080 
Adjusted EBITDA$60,226 
(1) Acquisition, disposal and integration operating costs are included in general and administrative expenses on the consolidated statement of operations.


Three Months Ended December 31, 2020
Net Income (Loss)Class A Net Income (Loss)Diluted SharesDiluted Earnings (loss) Per Share
GAAP Results$(664)$(1,425)128,353 $(0.01)
Non-GAAP adjustments:
Foreign Currency impacts671 649 — 0.01 
Acquisition, disposal and integration related costs (1)309 299 — — 
Tax Receivable Agreement remeasurement150 150 — — 
Impairment of property and equipment3,009 2,909 — 0.02 
Change in fair value of warrant liabilities25,037 25,037 4,050 0.19 
Other549 531 — — 
Remeasurement of tax liabilities767 767 — 0.01 
Tax impact of adjustments(1,089)(1,089)— (0.01)
Adjusted Non-GAAP results28,739 $27,828 132,403 $0.21 
Income tax8,705 
Interest expense10,256 
Depreciation and amortization13,941 
Share-based compensation2,088 
Adjusted EBITDA$63,729 
(1) Acquisition, disposal and integration operating costs are included in general and administrative expenses on the consolidated statement of operations.

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Investor Presentation May 17, 2021

 
2 Forward Looking Statements This investor presentation contains statements reflecting our views about the future performance of Hostess Brands, Inc. and its subsidiaries (referred to as “Hostess Brands” or the “Company”) that constitute “forward-looking statements” that involve substantial risks and uncertainties. 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 forward-looking statements. All forward looking statements included herein are made only as of the date hereof. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise. These statements inherently involve risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include, but are not limited to; our ability to maintain, extend or expand our reputation and brand image; failing to protect our intellectual property rights; our ability to leverage our brand value to compete against lower-priced alternative brands; our ability to correctly predict, identify and interpret changes in consumer preferences and demand and offering new products to meet those changes; our ability to operate in a highly competitive industry; our ability to maintain or add additional shelf or retail space for our products; our ability to continue to produce and successfully market products with extended shelf life; our ability to successfully integrate, achieve expected synergies and manage our acquired businesses and brands; our ability to drive revenue growth in our key products or add products that are faster-growing and more profitable; volatility in commodity, energy, and other input prices and our ability to adjust our pricing to cover any increased costs; the availability and pricing of transportation to distribute our products; our dependence on our major customers; our geographic focus could make us particularly vulnerable to economic and other events and trends in North America; consolidation of retail customers; increased costs to comply with governmental regulation; general political, social and economic conditions; increased healthcare and labor costs; the fact that a portion of our workforce belongs to unions and strikes or work stoppages could cause our business to suffer; product liability claims, product recalls, or regulatory enforcement actions; unanticipated business disruptions; dependence on third parties for significant services; inability to identify or complete strategic acquisitions; our insurance not providing adequate levels of coverage against claims; failures, unavailability, or disruptions of our information technology systems; departure of key personnel or a highly skilled and diverse workforce; and our ability to finance our indebtedness on terms favorable to us; and other risks as set forth under the caption “Risk Factors” from time to time in our Securities and Exchange Commission filings. The impact of COVID-19 may also exacerbate these risks, any of which could have a material effect on the Company. This situation is changing rapidly and additional impacts may arise that the Company is not aware of currently. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are expressly qualified in their entirety by these risk factors. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise. Industry and Market Data In this Investor Presentation, Hostess Brands relies on and refers to information and statistics regarding market shares in the sectors in which it competes and other industry data. Hostess Brands obtained this information and statistics from third-party sources, including reports by market research firms, such as Nielsen. All prior period market data in this presentation reflects the restatement of convenience channel data executed by Nielsen during 2020. Additionally, prior period Nielsen data was adjusted to exclude the Cloverhill® and Big Texas® brands in the periods they were not owned by Hostess. Hostess Brands has supplemented this information where necessary with information from discussions with Hostess customers and its own internal estimates, taking into account publicly available information about other industry participants and Hostess Brands’ management’s best view as to information that is not publicly available. Use of Non-GAAP Financial Measures Adjusted net revenue, adjusted gross profit, adjusted operating income, adjusted net income, adjusted Class A net income, adjusted diluted shares and adjusted EPS collectively referred to as “Non-GAAP Financial Measures,” are commonly used in the Company’s industry and should not be construed as an alternative to net revenue, gross profit, operating income, net income, net income attributed to Class A stockholders or earnings per share as indicators of operating performance (as determined in accordance with GAAP). These Non-GAAP financial measures exclude certain items included in the comparable GAAP financial measure. This Investor Presentation also includes non-GAAP financial measures, including earnings before interest, taxes, depreciation, amortization and other adjustments to eliminate the impact of certain items that we do not consider indicative of our ongoing performance (“Adjusted EBITDA”) and Adjusted EBITDA Margin. Adjusted EBITDA Margin represents Adjusted EBITDA divided by net revenues. Hostess Brands believes that these Non-GAAP Financial Measures provide useful information to management and investors regarding certain financial and business trends relating to Hostess Brands’ financial condition and results of operations. Hostess Brands’ management uses these Non-GAAP Financial Measures to compare Hostess Brands’ performance to that of prior periods for trend analysis, for purposes of determining management incentive compensation, and for budgeting and planning purposes. Hostess Brands believes that the use of these Non-GAAP Financial Measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management of Hostess Brands does not consider these Non-GAAP Financial Measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore Hostess Brands’ Non-GAAP Measures may not be directly comparable to similarly titled measures of other companies. The Company does not provide a reconciliation of the forward-looking information to the most directly comparable GAAP measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Totals in this Investor Presentation may not add up due to rounding.

 
3 A Sustainable, Profitable Growth Story Iconic Brands Continuous Innovation to Drive Growth Collaborative Customer Relationships Efficient Manufacturing & Distribution Model Proven Scalable Platform Net Revenue and Adjusted EBITDA are non-GAAP financial measures. See “Use of Non-GAAP Financial Measures” in the Appendix for an explanation of all non-GAAP financial measures and reconciliations to the comparable GAAP measures. * Market share for the company for the doughnuts and snack cake subcategories within the Sweet Baked Goods category and sugar-free cookies and crème wafers subcategories within the Cookie category per Nielsen U.S. total universe, 13 weeks ending April 3, 2021. $223 $243 $265 Q1 2019 Q1 2020 Q1 2021 (in millions) 9.0% CAGR $49 $51 $62 Q1 2019 Q1 2020 Q1 2021 (in millions) 12.5% CAGR

 
4 Consistent Track-record of Delivering Growth Dedicated to Bringing Consumers the Comfort and Joy of ▪ Delivered 9% net revenue with growth from both SBG and Voortman ▪ Achieved strong Voortman growth and realization of synergies following successful integration in 2020 and increasing distribution ▪ Outstanding retail performance outperforming category point-of-sale growth, achieving continued market share gains due to strategic positioning in higher-growth subsegments ▪ Executing 2021 innovation driving incremental growth and advancing innovation pipeline focused on consumer-based data and insights ▪ Implementing multi-faceted pricing actions in 2H of 2021

 
5 Focused on Advancing ESG Initiatives and Driving Shareholder Value * Adjusted Net Revenue and Adjusted EBITDA for the three months ended March 31, 2021 as compared to prior year are non-GAAP financial measures. See “Use of Non-GAAP Financial Measures” and the Appendix for an explanation of all non-GAAP financial measures and reconciliations to the comparable GAAP measures. ** Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of sale (“POS”) and Hostess branded Panel Data for the 13 weeks ended 4/3/21 as compared to the comparable periods in the prior year. ▪ Reduced leverage to 3.6x - within target range ▪ Increased operating cash flow by 150% ▪ Expanded leadership team with addition of new Chief Growth Officer, Dan O’Leary, and appointed two new Board members ▪ Leveraging team’s strong capabilities to drive expanded distribution of Voortman ▪ Expanding digital platform to address growing market demands ▪ Completed Donette packaging extension and investing ~$25 million in new cake line to unlock future growth potential ▪ Modifying product assortment to optimize profit and meet consumer demand ▪ Realized key synergies from Voortman acquisition ▪ 9.0% Q1 Net Revenue Growth* ▪ 22.5% Q1 Adjusted EBITDA Growth* ▪ SBG POS up 8.7%, well ahead of the SBG Category, driven by Hostess branded POS growth of 10.6%** ▪ Voortman POS up 8.7%, well ahead of the Cookie category, driven by 32% growth of sugar-free cookies** Grow the Core Grow through Innovation Improve through Agility & Efficiency Cultivate Talent & Capabilities Leverage Strong Cash Flow ▪ Executing 2021 Innovation Slate with exciting new platform launches and expansion into new product forms, pack- sizes and packaging ▪ Adjusting merchandising to adapt to changes in customers and consumers buying behaviors and target more profitable channels and products

 
$51.0 $62.5 Q1 2020 Q1 2021 6 Driven by Voortman® and Hostess® Brand Growth $243.5 $265.4 Q1 2020 Q1 2021 (in millions) 9.0% growth 22.5% growth Results are for three months ended March 31, 2021 and 2020. Adjusted Revenue and Adjusted EBITDA are non-GAAP financial measures. See “Use of Non-GAAP Financial Measures” and the Appendix for an explanation of all non-GAAP financial measures and reconciliations to the comparable GAAP measures.

 
7 Strong Voortman Growth as Lap Q1 2020 Transition to Warehouse Model Sweet Baked Goods $237.7 $226.4 $11.3 5.0% Cookies 27.7 17.1 10.6 62.0% Total Net Revenue $265.4 $243.5 $21.9 9.0% Sweet Baked Goods net revenue growth driven by strong Hostess® branded sales, partially offset by lower private-label and non-Hostess® branded sales as we continue to strategically rebalance our portfolio to best serve customers and consumers while protecting margins.

 
8 Growing Point-of-Sale and Expanding Market Share in the Sweet Baked Goods Category 2017 2018 2019 18.2% 18.9% 19.5% 2017 2018 2019 $1,109 $1,206 $1,292 16.6% 2020 $1,149 2020 Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of Sale and Market Share, 52 weeks ending 4/8/17, 4/7/18, 4/6/19, 4/4/20 4/3/21. Prior period Nielsen data reflects the restatement of convenience channel data executed by Nielsen during 2020. Additionally, prior period Nielsen data was adjusted to exclude the Cloverhill® and Big Texas® brands in the periods they were not owned by Hostess (2017 – 2018). 19.9% 2021 $1,383 2021

 
9 Growth Ahead of the Category Driven by Strong Performance in Convenience, Grocery and Dollar Channels $0 $50 $100 $150 $200 Convenience Grocery Mass Dollar Club Drug 13 WE 4/4/2020 13 WE 4/3/2021 Market Share 28.6% 15.0% 13.1% 32.9% 22.5% 54.4% Market Share Change (bps) 327 139 (198) 786 (69) 570 POS Change 13.8% 9.1% (11.8)% 36.5% (6.5)% (0.8)% P O S D o ll a rs (I n M il li o n s) Total Hostess 8.7% 20.7% 163 $364M $335M All-time High Market Share Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of sale (“POS”) and market share data changes for the 13 weeks ended 4/3/2021 as compared to the comparable period in the prior year. Prior period Nielsen data reflects the restatement of convenience channel data executed by Nielsen during 2020.

 
10 Multi-Packs Continue Strong Growth Multi-Pack Point-of-Sale Single Serve Point-of Sale Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Q1 2020 - 13 weeks ended 4/4/20, Q1 2021 – 13 weeks ended 4/3/21 Q1 2020 Q1 2021 15.7% 11.5% 7.6% (2.2%) -2.7% 10.1% -7.8% Q1 2020 Q1 2021 Market share gains and increasing mobility driving single-serve mix improvement In-home snacking driving consecutive years of multi-pack growth

 
11 Provides Flexibility to Invest in Growth and Generate Shareholder Value Disciplined Approach to Cash Management ▪ Reinvest in business for future growth ▪ De-leverage ▪ Strategic acquisitions ▪ Return Capital to Shareholders through Securities Repurchases History of successfully reducing leverage following acquisitions while continuing to make disciplined investments for growth Q1 2020 4.5x**4.4x Target Long-Term Leverage 3.0-4.0x * Net Leverage ratio is net debt (total long-term debt less lease obligations, unamortized debt premiums and cash and cash equivalents) divided by adjusted EBITDA for the trailing twelve-month period. ** 2020 proforma leverages included an assumption of $20 million of incremental EBITDA from the acquisition of Voortman and removal of $3 million of historical in-store bakery EBITDA 3.6x Q1 2021

 
12 Strong Growth Across All Key Metrics Driven by Strong Hostess Demand and Achievement of Voortman Synergies Net Revenue $265.4 $243.5 $21.9 9.0% Adjusted Gross Profit $95.5 $84.3 $11.2 13.3% Adjusted Gross Margin 36.0% 34.6% 136bps Adjusted EBITDA $62.5 $51.0 $11.5 22.5% Adjusted EBITDA Margin 23.5% 20.9% 259bps Adjusted EPS $0.20 $0.14 $0.06 40.0% Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS are non-GAAP financial measures. See “Use of Non-GAAP Financial Measures” in the Appendix for an explanation of all non-GAAP financial measures and reconciliations to the comparable GAAP measures.

 
13 ($ in millions, except EPS and leverage ratio) 2021 Guidance Adjusted Net Revenue 3%-4.5% Growth Adjusted EBITDA $255 – $265 (Growth of 6 – 10%) Adjusted EPS $0.80 – $0.85* (Growth of 7 – 13%) Leverage Ratio ~3x* (Improvement of ~1 full turn) Adjusted Net Revenue, Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. See “Use of Non-GAAP Financial Measures” and the Appendix for an explanation of all non-GAAP financial measures. The Company’s leverage ratio is net debt (total long-term debt less cash) divided by adjusted EBITDA. The Company does not provide a reconciliation of forward-looking financial expectations to the most directly comparable GAAP financial measure because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation; including adjustments that could be made for deferred taxes; remeasurement of the tax receivable agreement, transformation expenses and other non-operating gains or losses reflected in the Company's reconciliation of historic non-GAAP financial measures, the amount of which could be material. Please refer to the Reconciliation of Non-GAAP Financial Measures included in the Appendix for further information about the use of these measures. Solid Growth Building on Strong 2020 Performance ▪ Capital expenditures of $60 - $65 million expected, including a $25 million investment in a new cake capacity ▪ Effective tax rate of ~27% expected * Guide assumes effective net settlement of warrants which expire in November 2021 and no additional share repurchases

 
14 Long-Term Growth Drivers

 
15 Leading Peer Group Performance Indulgent Snacking Treats is the Fastest Growing Snacking Sub-Segment1 3 Strong Innovation Pipeline with Opportunities for Expansion within Existing Categories Outperforming Competition in Key Growth Segments Broad Reach Across Channels with Highest Distribution in SBG 91 % ACV2 Source 1. Hostess Consumer Snacking Survey (N = 6082; 12/2020); McKinsey Analytics Source 2: Nielsen, Total Nielsen Universe % ACV for the 52 weeks ending 4/3/21

 
16 Snacking Market Growth 2017 2020 2022E +$10 Billion Source: 1 IRI Actuals Total US -Multi Outlet + Conv Calendar; Mintel Forecast Total US –Multi Outlet + Conv Calendar. 2 Hostess Consumer Snacking Survey (N = 6082; 12/2020); McKinsey Analytics $125B1 $170B2 $180B2

 
17 Well Positioned to Capture Top Consumer Preferences Consumers Prefer Sweet Snacks More Than Better-For-You 46% 54% 63% 66% 68% 69% 74% Regional Hispanic snacks Snackified entrees Plant-based protein snacks Breakfast snacks Late-night snacks Better-for-you snacks Sweet Snacks Snack preference is for Sweet Snacks Source: Mintel Snacking Motivations and Attitudes, January 2019, Mintel. #1 Snack Occasions by Type 32% 36% 32% Sweet Savory Better- for-You 32% 32% Source: NPD Group/Snack Track YE March 2019.

 
23% 24% 25% 26% 27% 28% $460 $500 $540 $580 2018 2019 2020 2021 POS Market Share 18 Leading Market Share at All-Time High Convenience POS and Market Share Source: Nielsen, Total Nielsen Universe for the Company in the Convenience channel within the SBG Category for the 52 weeks ended April 3, 2021 and the comparable prior year periods and reflects a scheduled one-week shift in current and prior-year reporting periods performed by Nielsen in April 2021 to better coincide with calendar periods. P O S D o ll a rs (I n M il li o n s) M a rk e t S h a re Continued Market Share Gains Establish Strong Platform for Future Growth

 
19 Growth in $3.6 Billion Breakfast Sub-Category Driven by Strong Performance in Pastries and Doughnuts 20.0% 12.2% 17.6% 1.1% -3.9% 0.8% Breakfast Pastries Doughnut Total Breakfast Hostess Category POS Dollars Growth QTD vs Prior Year $341M Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of sale (“POS”) changes for the 13 weeks ended 4/3/2021 as compared to the comparable period in the prior year and reflects a scheduled one-week shift in current and prior-year reporting periods performed by Nielsen in April 2021 to better coincide with calendar periods.

 
20 Strong Track Record of Success with 5.8%1 Increase in 3-Year Rolling Innovation Net Revenue Contribution vs. PY Core Development Building on Iconic Brand Favorites with Flavor Extensions Expanding Breakfast Accelerating Growth within Fastest Growing Subsegment of Category Limited-Time-Offers Keeping Products Relevant and Engaging for Consumers New Platforms Expanding into New Consumer Need States Targeting Younger Consumers Voortman Channel Expansion Penetrating Convenience Channel with Single-serve Usage Occasion 1. As of 12/31/2020

 
21 Successfully Executing Against Building Blocks for Accretive Growth Transition to Warehouse Distribution Model and Integration into Hostess Operations Securing Cost Synergies Accelerate Growth through Increased Merchandising and Innovation Driving Expanded Depth of Distribution and Merchandising ACV 1H 2020 2021 and Beyond

 
Strengthening our core Hostess brand and expanding into adjacent categories through innovation and strong partnerships with our customers 22 We delight consumers and build iconic brands supported by our core competencies to drive profitable growth Leveraging our highly efficient and profitable business model Executing strategic acquisitions to accelerate growth while effectively managing our capital structure Strong Brand Equity Low Cost Model Collaborative Customer Partnerships Continuous Innovation Significant Cash Flow Core Competencies

 
Organic Revenue Growth Top Quartile of Peer Group1 23 Objective: Long-term leading performance in our peer group Delivering Industry-Leading Total Shareholder Returns Adjusted EBITDA Margin Top Quartile of Peer Group1 Free Cash Flow Conversion2 Top Quartile of Peer Group1 1. Peer group defined as S&P Composite 1500 Packaged Foods and Meats Sub Index. 2. Free Cash Flow conversion is defined as (operating cash flow- capital expenditures)/net income.

 
24 Appendix

 
25 1. Acquisition, disposal and integration related operating costs include $6.4 million of selling expense, $3.2 million of general and administrative expense and $4.3 million of business combination transaction costs. 2. Facility transition operating costs are included in general and administrative expenses on the consolidated statement of operations. Three Month Ended March 31, 2019 Gross Operating Net Class A Diluted Gross Operating Net Class A Diluted Net Profit Income Income Net Income EPS Profit Income Income Net Income EPS Income GAAP Results $ 95.5 $ 47.0 $ 26.7 $ 26.7 $ 0.19 $ 79.3 $ 15.2 $ 81.7 $ 81.4 $ 0.02 $ 5.6 Non-GAAP adjustments: Foreign currency impacts - - 0.1 0.1 - - - 0.3 0.3 - - Acquisition, disposal and integration related costs (1) - - - - - 1.0 14.9 14.9 14.1 0.12 1.7 Special employee incentive compensation - - - - - - - - - - 0.3 Facility transition costs (2) - - - - - 3.7 5.7 5.7 5.4 0.04 (1.8) Tax Receivable Agreement Remeasurement - - - - - - - - - - - Remmeasurement of tax liabilities - - - - - - - - - - (6.0) COVID-19 costs - - - - - 0.3 0.3 0.3 0.2 - - Change in fair value of warrant liabilities - - (0.1) (0.1) - - - (79.1) (79.1) - 21.0 Other - - 0.3 0.3 0.01 - - 0.3 0.3 - 0.4 Tax impact of adjustments - - (0.1) (0.1) - - - (5.5) (5.5) (0.04) (0.4) Adjusted Non-GAAP results $ 95.5 $ 47.0 26.9 $ 26.9 $ 0.20 $ 84.3 $ 36.1 18.60 $ 17.1 $ 0.14 20.8 Income tax 10.1 5.8 5.2 Interest expense 10.0 11.7 10.2 Depreciation & amortization 12.7 12.8 10.9 Share-based compensation 2.8 2.1 2.3 Adjusted EBITDA $ 62.5 $ 51.0 $ 49.4 Three Months Ended March 31, 2020Three Months Ended March 31, 2021

 

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