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): November 7, 2023

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 November 7, 2023, Hostess Brands, Inc. (the "Company") issued a press release announcing financial results for the three and nine months ended September 30, 2023, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Press Press Release dated November 7, 2023 announcing financial results for the three and nine months ended September 30, 2023
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: November 7, 2023	By:	/s/ Travis E. Leonard
	Name:	Travis E. Leonard
	Title:	Executive Vice President, Chief Financial Officer

EX-99.1

Hostess Brands Reports Third Quarter 2023 Results

Company Recently Announced a Definitive Agreement to be Acquired by The J. M. Smucker Company

LENEXA, KS, November 7, 2023 - Hostess Brands, Inc. (NASDAQ: TWNK) (the “Company,” “Hostess Brands,” “we,” “us,” and “our”) today reported its financial results for the three and nine months ended September 30, 2023.

“I am extremely proud of the entire Hostess Brands team for building a premier snacking company focused on attractive snacking occasions, a portfolio of iconic brands, and outstanding execution to deliver long-term, sustainable profitable growth,” commented Andy Callahan, President and Chief Executive Officer, Hostess Brands.

Recent Merger Announcement

On September 10, 2023, Hostess Brands entered into a definitive merger agreement (the “Merger Agreement”) with The J. M. Smucker Co. (“Smucker”) to acquire Hostess Brands for $34.25 per share in a cash and stock transaction representing a total enterprise value of approximately $5.6 billion, including assumption of debt. As such, the Company will not provide its outlook for 2023 or longer-term targets and will not hold a conference call to discuss the Company’s financial results for the third quarter and year-to-date ended September 30, 2023.

Third Quarter 2023 Financial Highlights as Compared to the Prior-Year Period1

▪Net revenue of $352.8 million increased 1.9% from the same period last year, reflecting favorable price/mix of 1.2% and higher volume.

▪Gross profit increased 3.8% to $119.8 million, or 34.0% of net revenue. On an adjusted basis, gross profit increased 3.5% to $120.2 million, or 34.1% of net revenue. Gross margin increased by 63 basis points, 53 basis points on an adjusted basis, from year-ago levels due to favorable net price realization and productivity.

▪Net income was $22.8 million, or $0.17 per diluted share, as compared to $66.3 million, or $0.48 per diluted share, in the same period last year due in part to a $33.0 million gain on receipt of Voortman Cookies Ltd. (“Voortman”) insurance proceeds in the prior year and current year merger transaction costs. Adjusted net income and adjusted EPS increased to $32.4 million and $0.24 compared to $32.2 million and $0.23 in the prior period.

▪Adjusted EBITDA of $72.7 million was flat compared to the prior year. Adjusted EBITDA margins decreased by 39 basis points to 20.6%.

▪Cash and cash equivalents were $127.8 million as of September 30, 2023, resulting in a net leverage ratio of 2.8x.

▪Capital expenditures were $86.6 million, including the build-out of the new bakery in Arkadelphia, Arkansas.

▪Repurchased shares for an aggregate purchase price of $19.4 million year-to-date through September 30, 2023.

Investor Call and Guidance Update

Due to the pending transactions with Smucker, Hostess Brands will not host an investor call to discuss quarterly and year-to-date results and will not provide further updates to forward-looking guidance for 2023.

Third Quarter 2023 Compared to Third Quarter 2022

Net revenue was $352.8 million, an increase of 1.9%, or $6.6 million, from the prior-year period. Favorable price/mix provided 1.2% of the net revenue growth, while volume contributed to 0.7% of the growth. Sweet baked goods net revenue increased $8.1 million, or 2.6%, while cookies net revenue decreased $1.5 million, or 3.9%.

Gross profit increased 3.8% and was 34.0% of net revenue, an increase of 63 basis points from a gross margin of 33.3% for the same period last year. The increase in gross profit was due to productivity benefits and favorable net price realization, which more than offset inflation. Adjusted gross profit increased 3.5% and adjusted gross margin increased 53 basis points.

Operating income was $43.5 million, a decrease of 20.0% from the prior-year period, primarily due to $11.3 million of transaction costs related to the pending merger with Smucker, as well as higher advertising investments, partially offset by lower general and administrative costs. Adjusted operating income of $54.7 million decreased 0.9% from the same period last year.

1This press release contains certain non-GAAP financial measures, including adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted earnings per share (“EPS”). Please refer to the schedules in this 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 third quarter of 2022. The Company’s leverage ratio is net debt (total long-term debt less cash and short-term investments) divided by the trailing twelve months adjusted EBITDA.

Adjusted EBITDA of $72.7 million, or 20.6% of net revenue, was flat as compared to the same period last year.

Our effective tax rate for the three months ended September 30, 2023 was 30.6% compared to 12.8% for the three months ended September 30, 2022. The current year effective tax rate was impacted by non-deductible merger transaction costs, while the prior year was impacted by the non-taxable gain related to receipt of insurance proceeds in connection with the Voortman acquisition. The current period effective tax rate, excluding discrete items, was 26.8% compared to 26.7% in the prior-year period.

Net income was $22.8 million, a decrease of 65.6% from $66.3 million in the prior-year period due to the $33.0 million gain from receipt of the Voortman insurance proceeds recognized during three months ended September 30, 2022. Adjusted net income of $32.4 million increased $0.2 million, as compared to the same period last year. Diluted EPS was $0.17 compared to $0.48 in the prior-year period. Adjusted EPS of $0.24 increased from $0.23 in the prior period largely due to lower shares outstanding.

Operating cash flows for the nine months ended September 30, 2023 were $143.2 million, as compared to $164.2 million for the same period last year. Operating cash flows were lower primarily due to the Voortman insurance proceeds received in the prior year, higher transaction costs and payment of accrued interest, partially offset by higher EBITDA and lower working capital.

2

About Hostess Brands, Inc.

Hostess Brands, Inc. (NASDAQ: TWNK) is a premier snacking company with a portfolio of iconic brands and a mission to inspire moments of joy by putting our heart into everything we do. Hostess Brands is proud to make America’s No. 1 cupcake, mini donut and zero sugar cookie brands. With annual sales of $1.4 billion and approximately 3,000 dedicated team members, Hostess Brands produces new and classic snacks, including Hostess® Donettes®, Twinkies®, CupCakes, Ding Dongs® and Zingers®, as well as a variety of Voortman® cookies and wafers. For more information about Hostess Brands please visit hostessbrands.com.

Investor Contact:	Media Contact:
Amit Sharma	Jenna Greene
asharma@hostessbrands.com	jenna.green@clynch.com

Forward-Looking Statements

This press release contains statements regarding the pending transactions with Smucker and 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 regarding the pending transactions with Smucker, statements addressing the Company’s future operating and financial 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.

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; leveraging the Company’s brand value to compete against lower-priced alternative brands; the ability to pass cost increases on to our customers; correctly predicting, identifying and interpreting changes in consumer preferences and demand and offering new products to meet those changes; protecting intellectual property rights; operating in a highly competitive industry; the ability to maintain or add additional shelf or retail space for the Company’s products; the 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 integrate and manage capital investments; the ability to manage changes in our manufacturing processes resulting from the expansion of our business and operations, including with respect to cost-savings initiatives and the introduction of new technologies and products; the ability to drive revenue growth in key products or add products that are faster-growing and more profitable; volatility in commodity, energy, and other input prices due to inflationary pressures and the ability to adjust pricing to cover increased costs; loss of one or more of our co-manufacturing arrangements; significant changes in the availability and pricing of transportation; negative impacts of climate change; dependence on major customers; increased labor and employee related costs; strikes or work stoppages; product liability claims, product recalls, or regulatory enforcement actions; the ability to produce and successfully market products with extended shelf life; dependence on third parties for significant services; unanticipated business disruptions; adverse impact or disruption to our business caused by pandemics or outbreaks of highly infectious or contagious diseases; disruptions in global economy due to the Russia and Ukraine conflict; 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; adverse impact to our business from not completing the pending transactions with Smucker within the timeframe we anticipate or at all and other risks as set forth from time to time in the Company’s Securities and Exchange Commission (the “SEC”) 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 2022, filed on February 21, 2023 and as revised and updated in our subsequent filings with the SEC. 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. Except as may be required by law, 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)

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

4

HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

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HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

			Nine Months Ended
			September 30, 2023		September 30, 2022
Operating activities
	Net income		$	93,587	$	131,303
	Depreciation and amortization		45,073		44,500
	Debt discount amortization		1,000		921
	Tax receivable agreement remeasurement		(504)		(860)
	Unrealized foreign exchange gains		19		790
	Loss on debt extinguishment		721		—
	Non-cash lease expense		187		375
	Share-based compensation		10,006		7,600
	Realized and unrealized gains on short-term investments		(99)		—
	Deferred taxes		21,827		12,104
	Change in operating assets and liabilities:
		Accounts receivable	(19,390)		(51,904)
		Inventories	3,355		(12,631)
		Prepaids and other current assets	6,479		(468)
		Accounts payable and accrued expenses	(22,779)		16,332
		Customer trade allowances	3,733		16,143
	Net cash provided by operating activities		143,215		164,205
Investing activities
	Purchases of property and equipment		(80,140)		(55,240)
	Acquisition of short-term investments		—		(62,891)
	Proceeds from maturity of short-term investments		18,000		21,000
	Acquisition and development of software assets		(6,439)		(8,578)
	Other investments		(750)		—
	Net cash used in investing activities		(69,329)		(105,709)
Financing activities
	Repayments of long-term debt and lease obligations		(2,463)		(8,375)
	Debt fees paid		(10,778)		—
	Proceeds from origination of long-term debt		336,663		—
	Payments related to settlement of long-term debt		(334,883)		—
	Repurchase of common stock		(19,427)		(94,050)
	Tax payments related to issuance of shares to employees		(5,953)		(5,582)
	Cash received from exercise of options		3,286		2,541
	Payments on tax receivable agreement		(11,135)		(9,313)
	Net cash used in financing activities		(44,690)		(114,779)
	Effect of exchange rate changes on cash and cash equivalents		(18)		(2,048)
Net increase (decrease) in cash and cash equivalents			29,178		(58,331)
Cash and cash equivalents at beginning of period			98,584		249,159
Cash and cash equivalents at end of period			$	127,762	$	190,828
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
	Interest, net of amounts capitalized		$	38,195	$	29,342
	Net taxes paid		$	12,668	$	19,023
Supplemental disclosure of non-cash investing:
	Accrued capital expenditures		$	12,119	$	23,103

6

HOSTESS BRANDS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted net income, 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 that 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 September 30, 2023
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	119,780	34.0	%	$	43,477	$	22,812	6.5	%	$	0.17
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		173		—		—
Tax receivable agreement remeasurement	—		—		(504)		(504)		(0.1)		—
Accelerated depreciation related to network optimization	398		0.1		398		398		0.1		—
Merger transaction costs	—		—		11,288		11,288		3.2		0.08
Other (1)	—		—		—		(11)		—		—
Remeasurement of tax liabilities	—		—		—		(1,294)		(0.4)		(0.01)
Discrete income tax expense	—		—		—		(21)		—		—
Tax impact of adjustments	—		—		—		(453)		(0.1)		—
Adjusted Non-GAAP results	$	120,178	34.1	%	$	54,659	32,388		9.2		$	0.24
Income tax							11,837		3.4
Interest expense							10,434		3.0
Depreciation and amortization							14,622		4.0
Share-based compensation							3,468		1.0
Adjusted EBITDA							$	72,749	20.6	%

(1) Costs related to certain corporate initiatives and are included in other (income) expense on the condensed consolidated statement of operations.

8

	Three Months Ended September 30, 2022
		Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results		$	115,421	33.3	%	$	54,389	$	66,269	19.1	%	$	0.48
Non-GAAP adjustments:
Foreign currency remeasurement		—		—		—		1,009		0.3		0.01
Tax receivable agreement remeasurement		—		—		(860)		(860)		(0.2)		(0.01)
Gain on Voortman insurance proceeds (1)		—		—		—		(32,970)		(9.5)		(0.24)
Accelerated depreciation related to network optimization		681		0.2		681		681		0.2		0.01
Other		—		—		(17)		23		—		—
Remeasurement of tax liabilities		—		—		—		(2,161)		(0.6)		(0.02)
Discrete income tax expense		—		—		—		644		0.2		—
Tax impact of adjustments		—		—		—		(462)		(0.1)		—
Adjusted Non-GAAP results		$	116,102	33.5	%	$	54,193	32,173		9.3		$	0.23
Income tax								11,744		3.4
Interest expense								10,276		3.0
Depreciation and amortization								15,869		4.5
Share-based compensation								2,613		0.8
Adjusted EBITDA								$	72,675	21.0	%

(1) Gain from receipt of insurance proceeds under the representation and warranty insurance policy purchased in connection with the Voortman acquisition in 2020 included in other (income) expense on the condensed consolidated statement of operations.

9

	Nine Months Ended September 30, 2023
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	366,491	34.9	%	$	167,289	$	93,587	8.9	%	$0.70
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		19		—		—
Tax receivable agreement remeasurement	—		—		(504)		(504)		—		—
Accelerated depreciation related to network optimization	1,194		0.1		1,194		1,194		0.1		—
Loss on modification and extinguishment of debt	—		—		—		7,472		0.7		0.06
Merger transaction costs	—		—		11,288		11,288		1.1		0.08
Other (1)	—		—		—		392		—		—
Remeasurement of tax liabilities	—		—		—		(1,294)		(0.1)		(0.01)
Discrete income tax expense	—		—		—		(1,170)		(0.1)		(0.01)
Tax impact of adjustments	—		—		—		(2,694)		(0.3)		(0.02)
Adjusted Non-GAAP results	$	367,685	35.0	%	$	179,267	108,290		10.3		$	0.80
Income tax							40,075		3.8
Interest expense							30,902		2.9
Depreciation and amortization							43,879		4.2
Share-based compensation							10,006		1.0
Adjusted EBITDA							$	233,152	22.2	%

(1) Costs related to certain corporate initiatives and are included in other (income) expense on the condensed consolidated statement of operations.

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	Nine Months Ended September 30, 2022
		Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results		$	343,745	33.7	%	$	163,707	$	131,303	12.9	%	$	0.95
Non-GAAP adjustments:
Foreign currency remeasurement		—		—		—		789		0.1		0.01
Project consulting costs (1)		—		—		3,887		3,887		0.4		0.03
Tax receivable agreement remeasurement		—		—		(860)		(860)		(0.1)		(0.01)
Gain on Voortman insurance proceeds (2)		—		—		—		(32,970)		(3.2)		(0.24)
Accelerated depreciation related to network optimization		776		0.1		776		776		0.1		0.01
Other (3)		161		—		161		350		—		—
Remeasurement of tax liabilities		—		—				(2,161)		(0.2)		(0.02)
Discrete income tax expense		—		—		—		1,156		0.1		0.01
Tax impact of adjustments		—		—		—		(1,566)		(0.2)		(0.01)
Adjusted Non-GAAP results		$	344,682	33.8	%	$	167,671	100,704		9.9		$	0.73
Income tax								37,284		3.7
Interest expense								29,683		2.9
Depreciation and amortization								43,726		4.3
Share-based compensation								7,600		0.7
Adjusted EBITDA								$	218,997	21.5	%

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

(2) Gain from receipt of insurance proceeds under the representation and warranty insurance policy purchased in connection with the Voortman acquisition in 2020 included in other (income) expense on the condensed consolidated statement of operations.

(3) Costs related to certain corporate initiatives, of which $0.2 million is included in costs of goods sold and $0.2 million is included in other (income) expense on the condensed consolidated statement of operations.

11

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Cover Page	Nov. 07, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 07, 2023
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