8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2022

Hostess Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-37540	47-4168492
(State or other jurisdiction  of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7905 Quivira Road
Lenexa,	KS	66215
(Address of principal executive offices)		(Zip Code)

(816) 701-4600

(Registrant’s telephone number, including area code)

7905 Quivira Lenexa, Kansas 66215

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share	TWNK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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.

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2022, Hostess Brands, Inc. (the "Company") issued a press release announcing financial results for the three months ended March 31, 2022, a copy of which is attached as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On May 4, 2022, the Company disseminated an investor presentation. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, and Exhibit 99.2 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

The Company expressly disclaims any obligation to update or revise any of the information contained in the investor presentation. The investor presentation is available on the Company's website located at www.hostessbrands.com, although the Company reserves the right to discontinue that availability at any time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Press Press Release dated May 4, 2022 announcing financial results for the three months ended March 31, 2022
99.2	Investor Presentation of the Company dated March 1, 2022
104.1	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

	HOSTESS BRANDS, INC.
Date: March 4, 2022	By:	/s/ Michael J. Gernigin
	Name:	Michael J. Gernigin
	Title:	Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer (Principal Financial Officer)

EX-99.1

Hostess Brands, Inc. Announces Strong First Quarter 2022 Financial Results

Strong Consumer Demand Drives 25% Organic Net Revenue Growth

Raises 2022 Full Year Guidance

LENEXA, KS, May 4, 2022 - Hostess Brands, Inc. (NASDAQ: TWNK) (the “Company”, “we”, “our”) today reported its financial results for the three months ended March 31, 2022.

“Our exceptional top-line and bottom-line growth in the first quarter highlighted our access to growing occasions, best-in-class business model, and accelerating innovation and marketing capabilities as outlined in our recent Investor Day presentations. Our strong volume growth during the quarter, even as we successfully implemented pricing actions to offset high inflation, underscores favorable snacking behaviors as well as our superior innovation and supply-chain execution,” commented Andy Callahan, the Company’s President and Chief Executive Officer.

He continued, “We are raising our full year guidance to reflect our strong momentum even as we take actions to mitigate escalating inflationary headwinds due to the recent macro events.”

First Quarter 2022 Financial Highlights1

▪Net revenue of $332.1 million increased 25.1% from the same period last year as strong, broad-based consumer demand drove volume growth which contributed 15% of the growth this quarter, with the remaining growth from planned pricing actions and favorable product mix.

▪Gross profit increased 21.0% to $115.6 million. On an adjusted basis, gross profit increased 21.3% to $115.8 million, or 34.9% of net revenues as pricing and productivity largely offset double-digit inflation.

▪Net income was $34.6 million or $0.25 per diluted share. Adjusted net income increased 41.3% to $38.0 million, and adjusted EPS was $0.27 compared to $0.20 in the prior year period.

▪Adjusted EBITDA increased 23.8% to $77.4 million, the second consecutive quarter of record-high quarterly adjusted EBITDA. Adjusted EBITDA margin of 23.3% was largely in-line with the prior year period.

▪Cash and cash equivalents were $238.4 million as of March 31, 2022, reflecting a net leverage ratio of 3x.

▪Capital expenditures increased to $24.9 million from $10.9 million in the prior-year period. The Company continues to expect capital expenditures to be in the $120-$140 million range in 2022.

▪Raising full year 2022 guidance for net revenue growth to at least 12%, adjusted EBITDA towards the higher end of its initial $280 - $290 million range while maintaining its adjusted EPS guidance of $0.93 - $0.98.

Other Highlights

▪Hostess Brands’ Sweet Baked Goods point-of-sale (“POS”) increased 24.7% and its share of the category increased by 135 basis points to 22.0% driven by solid core performance and strong contribution from new products innovation.

▪Voortman® branded POS grew 29.0% and its share of the Cookie category increased 342 basis points reflecting continued consumer demand in the faster-growing sugar-free cookies sub-segment and distribution gains.

▪Inflation is now expected to be at least high teens, including the impact from stronger-than-expected volume growth. We are planning additional pricing actions along with a combination of revenue management activities to offset higher inflation.

▪Completed the purchase of the Arkadelphia, Arkansas facility which will be converted into our previously announced new bakery to support growing consumer demand.

▪Repurchased $9.7 million of shares under our previously announced $150 million share repurchase program.

▪Announced the appointment of Travis Leonard as the Chief Financial Officer. Mr. Leonard will join the Company on May 11, 2022.

1This press release contains certain non-GAAP financial measures, including adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin 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 2021. 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 or Cookie categories as reported by Nielsen but do not include other products sold outside of those categories. All market data in this press release refer to the thirteen-week period ended April 2, 2022. The Company's leverage ratio is net debt (total long-term debt less cash) divided by the trailing twelve months adjusted EBITDA.

Guidance and Outlook

The Company is raising its full year 2022 guidance as follows:

	Updated Guidance	Previous Guidance
Net revenue growth	At least 12%	5% - 8%
Adjusted EBITDA	Towards the higher end of $280 - $290 million	$280 - $290 million
Adjusted EPS (diluted)*	$0.93 - $0.98	$0.93 - $0.98
Capital expenditures	$120 - $140 million (Including capacity expansion)	$120 - $140 million (Including capacity expansion)
Effective tax rate	27.0%	27.0%

*Based on weighted average shares outstanding of 139 to 140 million, updated from previous guidance of 137 to 138 million

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, 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.

First Quarter 2022 Compared to First Quarter 2021

Net revenue was $332.1 million, an increase of 25.1%, or $66.7 million, compared to $265.4 million with higher volumes accounting for approximately 15% of the quarterly growth, with the remaining growth from planned pricing actions and favorable product mix. Compared to the same period last year, sweet baked goods net revenue of $296.4 million increased 24.7% or $58.7 million, while cookies net revenue of $35.7 million increased 28.9% or $8.0 million.

Gross profit was $115.6 million, or 34.8% of net revenue compared to 36.0% in the same period last year. Adjusted gross profit margin of 34.9% declined from 36.0% in the same period last year due to transportation, labor and other input cost inflation partially offset by pricing actions and productivity initiatives. Adjusted gross profit increased 21.3% on higher volume and pricing actions.

Operating income was $58.3 million. Adjusted operating income of $61.8 million increased 31.5% from the same period last year as higher gross profit was partially offset by higher incentive compensation and other investments in workforce.

Adjusted EBITDA of $77.4 million, or 23.3% of net revenue, increased 23.8% from the same period last year driven by strong Hostess® branded volume and pricing actions, partially offset by transportation and input cost inflation as well as higher incentive compensation and other investments in the Company's workforce.

The Company's effective tax rate was 28.4% compared to 27.2% in the prior year. The increase in the tax rate is attributed to a discrete expense recognized during the current year period related to share-based compensation. The current year effective tax rate, excluding this discrete item was 27.1%.

Net income was $34.6 million. Adjusted net income of $38.0 million increased 41.3% from the same period last year. Diluted EPS was $0.25. Adjusted EPS was $0.27 compared to $0.20 in the prior year period as result of the higher net income.

Operating cash flows for the three months ended March 31, 2022 were $31.5 million compared to $32.9 million for the same period last year. Operating cash flow decreased slightly as the increase in earnings in the current year period was offset by an increase in working capital and additional tax refunds of $7.7 million received in the prior-year period.

2

Conference Call and Webcast

The Company will host a conference call and webcast with an accompanying presentation today, May 4, 2022 at 4:30 p.m. ET 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 May 18, 2022, by dialing 844-512-2921 from the U.S., or 412-317-6671 internationally, and entering confirmation code 13728809. 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.

About Hostess Brands, Inc.

Hostess Brands, Inc. is a leading sweet snacks company focused on developing, manufacturing, marketing, selling and distributing snacks in North America sold 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® cookies and wafers. For more information about Hostess Brands, Inc. please visit hostessbrands.com.

Investor Contact	Media Contact
Amit Sharma	Lauren Bettenga
816-701-4662	952-797-6839
asharma@hostessbrands.com	lauren.bettenga@clynch.com

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 for 2021 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 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.

3

HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	238,431	$	249,159
Accounts receivable, net	193,085		148,180
Inventories	59,867		52,813
Prepaids and other current assets	6,972		10,564
Total current assets	498,355		460,716
Property and equipment, net	354,055		335,305
Intangible assets, net	1,938,514		1,944,392
Goodwill	706,615		706,615
Other assets, net	42,821		19,283
Total assets	$	3,540,360	$	3,466,311
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Long-term debt and lease obligations payable within one year	$	14,126	$	14,170
Tax receivable agreement payments payable within one year	10,200		11,600
Accounts payable	90,591		68,104
Customer trade allowances	63,329		52,746
Accrued expenses and other current liabilities	36,873		47,009
Total current liabilities	215,119		193,629
Long-term debt and lease obligations	1,096,867		1,099,975
Tax receivable agreement obligations	134,222		134,265
Deferred tax liability	331,658		317,847
Other long-term liabilities	1,615		1,605
Total liabilities	1,779,481		1,747,321
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 142,487,326 issued and 138,275,493 shares outstanding as of March 31, 2022 and 142,031,329 shares issued and 138,278,573 shares outstanding as of December 31, 2021	14		14
Additional paid in capital	1,302,039		1,303,254
Accumulated other comprehensive income (loss)	17,720		(506)
Retained earnings	509,958		475,400
Treasury stock	(68,852)		(59,172)
Stockholders’ equity	1,760,879		1,718,990
Total liabilities and stockholders’ equity	$	3,540,360	$	3,466,311

4

HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended
	March 31, 2022		March 31, 2021
Net revenue	$	332,051	$	265,421
Cost of goods sold	216,427		169,902
Gross profit	115,624		95,519
Operating costs and expenses:
Advertising and marketing	11,950		11,781
Selling expense	9,777		8,630
General and administrative	29,672		22,185
Amortization of customer relationships	5,878		5,878
Total operating costs and expenses	57,277		48,474
Operating income	58,347		47,045
Other expense (income):
Interest expense, net	9,666		10,017
Change in fair value of warrant liabilities	—		(76)
Other expense	436		363
Total other expense	10,102		10,304
Income before income taxes	48,245		36,741
Income tax expense	13,687		10,009
Net income	$	34,558	$	26,732
Earnings per Class A share:
Basic	$	0.25	$	0.20
Diluted	$	0.25	$	0.19
Weighted-average shares outstanding:
Basic	138,602,451		130,839,313
Diluted	139,565,136		137,186,889

5

HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

			Three Months Ended
			March 31, 2022		March 31, 2021
Operating activities
	Net income		$	34,558	$	26,732
	Depreciation and amortization		13,297		12,691
	Debt discount amortization		308		311
	Change in fair value of warrant liabilities		—		(76)
	Unrealized foreign exchange losses		317		123
	Non-cash lease expense		125		329
	Share-based compensation		2,339		2,723
	Deferred taxes		7,322		6,646
	Change in operating assets and liabilities:
		Accounts receivable	(44,848)		(34,204)
		Inventories	(7,054)		(2,796)
		Prepaids and other current assets	3,735		13,112
		Accounts payable and accrued expenses	10,866		6,582
		Customer trade allowances	10,561		680
	Net cash provided by operating activities		31,526		32,853
Investing activities
	Purchases of property and equipment		(23,034)		(10,251)
	Acquisition and development of software assets		(1,825)		(634)
	Net cash used in investing activities		(24,859)		(10,885)
Financing activities
	Repayments of long-term debt and lease obligations		(2,792)		(2,792)
	Repurchase of common stock		(9,680)		—
	Tax payments related to issuance of shares to employees		(5,216)		(843)
	Cash received from exercise of options and warrants		1,662		7,984
	Payments on tax receivable agreement		(1,443)		(1,600)
	Net cash provided by (used in) financing activities		(17,469)		2,749
	Effect of exchange rate changes on cash and cash equivalents		74		95
Net increase (decrease) in cash and cash equivalents			(10,728)		24,812
Cash and cash equivalents at beginning of period			249,159		173,034
Cash and cash equivalents at end of period			$	238,431	$	197,846
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
	Interest		$	9,678	$	9,807
	Net taxes paid (refunded)		$	(514)	$	(8,191)
Supplemental disclosure of non-cash investing:
	Accrued capital expenditures		$	5,433	$	4,026

6

HOSTESS BRANDS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted net income, adjusted net income margin, adjusted EBITDA, adjusted EBITDA margin 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 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 or the tax receivable agreement.

7

HOSTESS BRANDS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

	Three Months Ended March 31, 2022
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	115,624	34.8	%	$	58,347	$	34,558	10.4	%	$	0.25
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		317		0.1		—
Project consulting costs (1)	—		—		3,328		3,328		1.0		0.03
Other (2)	129		0.1		129		247		0.1		—
Discrete income tax expense	—		—		—		592		0.2		—
Tax impact of adjustments	—		—		—		(1,051)		(0.3)		(0.01)
Adjusted Non-GAAP results	$	115,753	34.9	%	$	61,804	37,991		11.4		$	0.27
Income tax							14,146		4.3
Interest expense							9,665		2.9
Depreciation and amortization							13,297		4.0
Share-based compensation							2,339		0.7
Adjusted EBITDA							$	77,438	23.3	%

(1) Project consulting costs are included in general and administrative on the condensed consolidated statement of operations.

(2) Costs related to certain corporate initiatives, of which $0.1 million is included in cost of goods sold and $0.1 million is included in other non-operating expenses on the condensed consolidated statement of operations.

	Three Months Ended March 31, 2021
		Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results		$	95,519	36.0	%	$	47,045	$	26,732	10.1	%	$	0.19
Non-GAAP adjustments:
Foreign currency remeasurement		—		—		—		123		—		—
Change in fair value of warrant liabilities		—		—		—		(76)		—		—
Other (1)		—		—		—		239		—		0.01
Tax impact of adjustments		—		—		—		(99)		—		—
Adjusted Non-GAAP results		$	95,519	36.0	%	$	47,045	26,919		10.1		$	0.20
Income tax								10,108		3.8
Interest expense								10,017		3.8
Depreciation and amortization								12,691		4.8
Share-based compensation								2,723		1.0
Adjusted EBITDA								$	62,458	23.5	%

(1) Voortman acquisition related costs included in other non-operating expenses on the condensed consolidated statement of operations.

8

EX-99.2

Investor Presentation MAY 4, 2022

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 long-term algorithms contained in this presentation are goals that are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and are based on assumptions with respect to future actions which are subject to change. 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 gross profit, adjusted gross margin, adjusted operating income, adjusted net income, adjusted net income margin, 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, diluted shares outstanding 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 adjusted 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. 2 Disclaimer

Key Takeaways 3 Stellar first quarter performance  Record quarterly sales with 25.1% organic net revenue growth, including double-digit volume growth  24.7% point-of-sale* growth with continued broad-based market share gains  Successful pricing actions to mitigate greater cost inflation across commodities, packaging, transportation and labor  Raising full-year guidance reflecting a strong first quarter and continued growth momentum *Source: Nielsen, Total Nielsen Universe for the Company within the Sweet Baked Goods Category. Point of Sale 13 weeks ending 4/2/22 vs. comparable prior year period.

4 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 and reconciliations to the comparable GAAP measures. Record High Quarterly Sales and EBITDA $62.5 $77.4 Q1 2021 Q1 2022 $265.4 $332.1 Q1 2021 Q1 2022 Net Revenue (in millions) Adjusted EBITDA (in millions) 25.1% growth 23.8% growth $0.20 $0.27 Q1 2021 Q1 2022 Adjusted EPS 35.0% growth Outstanding performance in challenging operating environment

Three Months Ended March 31, Change ($ in millions) 2022 2021 $ % Sweet Baked Goods $296.4 $237.7 $58.7 24.7% Cookies 35.7 27.7 8.0 28.9% Total Net Revenue $332.1 $265.4 $66.7 25.1% 5 Q1 Revenue Growth Driven by Hostess® and Voortman® Double-digit growth across our portfolio of sweet baked goods and cookies

Balanced Revenue Growth * Primarily to offset higher inflation 14.8% Growth 6 Stronger-than-expected volume growth driven by solid consumer demand and advantaged supply-chain 25.1% Organic Net Revenue Growth 10.3% Growth Net Revenue Net Revenue $265.4 $332.1

9th Consecutive Quarter of 9+% Net Revenue Growth Accelerating quarterly growth despite tough comparisons Adjusted Net Revenue is a 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. Quarterly Adjusted Net Revenue Growth 9.3% 9.1% 14.8% 18.1% 9.0% 10.8% 10.4% 16.1% 25.1% Q3 ‘21Q1 ‘21 Q2 ‘21Q4 ‘20Q3 ‘20Q2 ‘20Q1 ‘20 Q4 ‘21 Q1 ‘22 7

$365 $455 $35 $45 Accelerating POS Dollar Growth Across Portfolio 8 Outstanding execution drives point-of-sale growth in the Sweet Baked Goods and Cookie categories 19.5% 19.9% Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category and Cookie Category. Point of Sale, 13 weeks ending 4/3/21 4/2/22. 29.0% 24.7% Point-of-Sale Growth Q1 2021 Q1 2022 growth growth Cookies Sweet Baked Goods (in millions)

7.8% 22.2% 10.1% 9 20+% Single-Serve and Multi-Pack POS Growth in Q1 Multi-Pack Point-of-Sale Single-Serve Point-of-Sale Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Q1 2022 – 13 weeks ended 4/2/2022 and prior year comparable periods. Q1 2021 Q1 2022 Single-serve 2 year stacked growth 32.3% Multi-pack 2 year stacked growth 34.5% Uniquely positioned to drive both at-home and immediate consumption occassions Q1 2021 Q1 2022 26.7%

17.1% 24.7% Sweet Baked Goods Category 10 On-trend Innovation and Superior Retail Execution Drive Continued Market Share Gains Point-of-Sale Growth QTD vs YA Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of sale changes for the 13 weeks ended 4/2/2022 vs. the comparable prior year period. Expanded Market Share in SBG 135bps in the quarter! Breakfast POS up 33.9%, Growing Market Share of Sub- category by 300bps!

Consistent Track Record of Market Share Gains 11 Outstanding execution drives POS growth and expanding market share in Sweet Baked Goods category Market Share (52 Weeks) 2018 2019 2020 18.9% 19.5% 19.9% Point-of-Sale (52 weeks, in millions) $1,149 $1,206 $1,291 $1,384 $1,640 2018 2019 2020 18.2% 20212021 Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of Sale and Market Share, 52 weeks ending 4/7/18, 4/6/19, 4/4/20, 4/3/21, and 4/2/22. Prior period Nielsen data was adjusted to exclude the Cloverhill® and Big Texas® brands in the periods they were not owned by Hostess (2018). 2022 21.7% 2022

Consolidated Financial Results 12 Double-digit net revenue and earnings growth Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, 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. Three Months Ended March 31, Change ($ in millions, except per share data) 2022 2021 $ % Net Revenue $332.1 $265.4 $66.7 25.1% Adjusted Gross Profit $115.8 $95.5 $20.3 21.3% Adjusted Gross Margin 34.9% 36.0% (113bps) Adjusted Operating Income $61.8 $47.0 $14.8 31.5% Adjusted EBITDA $77.4 $62.5 $14.9 23.8% Adjusted EBITDA Margin 23.3% 23.5% (21bps) Adjusted EPS $0.27 $0.20 $0.07 35.0%

Raising Full-Year 2022 Guidance ($ in millions, except EPS) Updated Guidance Previous Guidance Net Revenue Growth At least 12% 5% - 8% Adjusted EBITDA Towards the higher end of $280 – $290 $280 – $290 Adjusted EPS $0.93 - $0.98* $0.93 – $0.98* Capital Expenditures $120 – $140 (Including Capacity Expansion) $120 - $140 (Including Capacity Expansion) Income Tax Rate 27% 27% 13 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 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. *Based on weighted average shares outstanding of 139 - 140 million, updated from previous guidance of 137 – 138 million.

Executing on Key Capital Allocation Priorities 14 Flexibility to invest in growth and generate shareholder value 4.0x** 3.3x Support Core Growth Targeted M&A Return Capital to Shareholders Maintain Targeted Net Leverage 3.0x – 4.0x Capex of $24.9M during Q1 ‘22, including $11.5M investment in new bakery to support continued growth Net Leverage of 3.0x at end of Q1 ‘22 Growth-oriented branded targets, that expand our capabilities in snacking universe $10M share repurchases executed during Q1 ‘22 1 2 3 4

Attractive Long-Term Growth Algorithm Recent Investor Day unveiled a leading sales and profit growth algorithm Long-term Growth Algorithm to Deliver Top-Tier Shareholder Returns Mid-Single Digit Organic Revenue Growth 5-7% EBITDA Growth 7-9% EPS Growth See "Forward Looking Statements." EBITDA is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation, amortization and stock compensation. See “Use of Non-GAAP Financial Measures.” 15

Key Enablers of Our Differentiated Growth Our BUSINESS MODEL is best-in-class Our INNOVATION & MARKETING are gaining momentum Our business sits in GROWING SPACES 1 2 3 Catapult Hostess Brands into the next phase of organic growth 16

Access to Large Attractive Growth Opportunities Expanding addressable market beyond traditional category view by targeting key snacking occasions Source: NielsenIQ Total Universe select categories through October 2021 Occasions: Hostess Consumer Snacking Survey (N=6082; 12/2020), McKinsey Analytics with Nielsen POS data through October 2021 17

Targeting Five Key Snacking Occasions Expanding addressable market by targeting key snacking occasions Source: Hostess Consumer Snacking Survey (N=6082; 12/2020), McKinsey Analytics with Nielsen POS data through October 2021 IRI 2021 Snacking Survey 18

Long-term Growth Enabled By Our Best-in-Class Business Model Our unique business model created sustainable competitive advantage Best-in-Class Business Model for Impulse CategoriesUnique Go- to-Market Approach Wide Availability Beloved Brands Operational Excellence 1 2 3 4 19

Our Innovation & Marketing are Gaining Momentum Incremental Innovation High ROI Marketing Communication

Strong Innovation in Targeted Consumer Occasions Launching in 2H 2022 and part of the $6.2B lunchbox occasion Launched in January 2022 and part of the $19.3B afternoon sharing occasion Launched in February 2022 and part of the $5.8B morning sweet start occasion Launched in June 2021 and part of the $5.8B morning sweet start occasion #1 innovation product in SBG Category! Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. 52 weeks ended 4/2/2022 21

Brand Activation is Helping Fuel Consumer Interest Increasing top-of-mind awareness and consideration 22 Investing in high ROI ecommerce advertising and improvement to digital shelf Driving Social Engagement Announced Hostess Boost™ Jumbo Donettes® via earned media and influencers, resulting in Over 1 Billion Impressions Advancing E-Commerce Presence Continuing Digital Marketing Investments

Appendix

Non-GAAP Reconciliations 24 1. Project consulting costs are included in general and administrative expenses on the consolidated statement of operations. 2. In 2022, costs related to certain corporate initiatives, of which $0.1 million is included in cost of goods sold and $0.1 million is included in other non-operating expenses on the condensed consolidated statement of operations. In 2021, costs were Voortman acquisition related costs included in other non-operating expenses on the condensed consolidated statement of operations.

XML

Cover Page	May 04, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 04, 2022
Entity Registrant Name	Hostess Brands, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37540
Entity Tax Identification Number	47-4168492
Entity Address, Address Line One	7905 Quivira Road
Entity Address, City or Town	Lenexa,
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66215
City Area Code	816
Local Phone Number	701-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	TWNK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001644406
Former Address
Document Information [Line Items]
Entity Address, Address Line One	7905 Quivira
Entity Address, City or Town	Lenexa
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66215