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): August 3, 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 August 3, 2022, Hostess Brands, Inc. (the "Company") issued a press release announcing financial results for the three and six months ended June 30, 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 August 3, 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 August 3, 2022 announcing financial results for the three and six months ended June 30, 2022
99.2	Investor Presentation of the Company dated August 3, 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: August 3, 2022	By:	/s/ Travis E. Leonard
	Name:	Travis E. Leonard
	Title:	Executive Vice President, Chief Financial Officer

EX-99.1

Hostess Brands Reports Second Quarter 2022 Results

17% Organic Net Revenue Growth

Raises Full Year Sales Growth, Reaffirms Full Year EBITDA and EPS Guidance

LENEXA, KS, August 3, 2022 - Hostess Brands, Inc. (NASDAQ: TWNK) (the “Company”, “we”, “our”) today reported its financial results for the three and six months ended June 30, 2022.

“Hostess Brands’ iconic brands, access to faster growing snacking occasions, broad-based distribution footprint and excellent execution continues to drive growth in a volatile environment. During the second quarter, our top-line momentum continued as we posted the 10th straight quarter of double-digit growth. I am proud of our team’s timely actions to address the ongoing supply-chain fragility and higher inflation which pressured our margins in the quarter,” commented Andy Callahan, the Company’s President and Chief Executive Officer.

He continued, “Our year-to-date results are tracking ahead of our initial expectations and our long-term growth targets, enabling us to raise our full-year net revenue guidance to at least 15% growth while maintaining our full-year EBITDA and EPS guidance.”

Second Quarter 2022 Financial Highlights1

▪Net revenue of $340.5 million increased 16.8% from the same period last year as higher prices and favorable product mix accounted for 13.8% of the quarterly growth, with remaining growth attributed to higher volumes.

▪Gross profit increased 7.2% to $112.7 million, or 33.1% of net revenues, while on an adjusted basis, gross profit increased 7.1% to $112.8 million, or 33.1% of net revenue. As expected, second quarter gross margins declined by 295 basis points, 299 basis points on an adjusted basis, from year-ago levels as favorable price/mix was more than offset by 20% inflation and inefficiencies caused by supply-chain fragility.

▪Net income was $30.5 million or $0.22 per diluted share, a slight increase from the prior year period. Adjusted net income and adjusted EPS of $30.5 million, and $0.22, respectively, decreased modestly from the prior year period.

▪Adjusted EBITDA increased 0.7% to $68.9 million. Adjusted EBITDA margin of 20.2% declined from 23.5% in the prior year period due to lower gross margins and higher operating expenses.

▪Cash and cash equivalents and short-term investments were $227.7 million, as of June 30, 2022, reflecting a net leverage ratio of 3.0x.

▪Capital expenditures increased to $41.9 million from $22.2 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 net revenue guidance to at least 15% growth, while maintaining full year adjusted EBITDA guidance towards the higher end of $280 - $290 million and adjusted EPS guidance of $0.93 - $0.98.

Other Highlights

▪The Company’s Sweet Baked Goods point-of-sale (“POS”) increased 15.6%, maintaining its share of category dollar sales at 21.7%.

▪Voortman® branded POS grew 25.0% and its share of the Cookie category increased by 20 basis points driven in parts by the ongoing momentum in the faster-growing sugar-free sub-segment.

▪Full year inflation is currently expected to be in the high teens for the full year, in-line with previous estimates.

▪Repurchased $48.5 million of shares year-to-date, the majority of which were under the previously announced $150 million share repurchase program.

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 second 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 July 2, 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.

Guidance and Outlook

The Company is raising its full year 2022 net revenue growth guidance:

	Updated Guidance	Previous Guidance
Net revenue growth	At least 15%	At least 12%
Adjusted EBITDA	Towards the higher end of $280 - $290 million	Towards the higher end of $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%
Weighted average shares outstanding	138.5 - 139.5 million	139.0 - 140.0 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.

Second Quarter 2022 Compared to Second Quarter 2021

Net revenue was $340.5 million, an increase of 16.8%, or $49.0 million, from the prior-year period. Contribution from previously taken pricing actions and product mix provided 13.8% of the growth, while higher volumes accounted for 3.0% of the quarterly growth. Compared to the same period last year, sweet baked goods net revenue of $303.5 million increased 15.6% or $41.0 million, while cookies net revenue of $37.0 million increased 27.6% or $8.0 million.

Gross profit was $112.7 million or 33.1% of net revenue, compared to 36.1% for the same period last year. Gross margin declined 295 basis points, 299 basis points on an adjusted basis, as favorable price/mix and productivity benefits were more than offset by inflation and inefficiencies caused by supply-chain fragility. Adjusted gross profit increased 7.1% on pricing actions and higher volume.

Operating income was $51.0 million, a decrease of 4.0% from the prior-year period. Adjusted operating income of $51.7 million decreased 4.6% from the same period last year, as higher gross profit was offset by higher advertising expense, greater workforce investments as well as higher depreciation and share-based compensation expense.

Adjusted EBITDA of $68.9 million, or 20.2% of net revenue, increased 0.7% from the same period last year as higher gross profit was partially offset by higher operating expenses.

The Company’s effective tax rate was 27.0% compared to 28.2% in the prior year. The current year effective tax rate, excluding certain immaterial discrete items, was 27.2% compared to 27.3% in the prior-year period.

Net income was $30.5 million, a slight increase from $29.8 million from the prior-year period. Adjusted net income of $30.5 million decreased 5.3% from the same period last year. Diluted EPS was $0.22 compared to $0.21 in the prior-year period. Adjusted EPS was $0.22 compared to $0.23 in the prior-year period due to the changes in adjusted net income.

Operating cash flows for the six months ended June 30, 2022 were $87.2 million, relatively unchanged as compared to $87.3 million for the same period last year.

2

Conference Call and Webcast

The Company will host a conference call and webcast with an accompanying presentation today, August 3, 2022 at 4:30 p.m. ET to discuss the results for the second 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 August 17, 2022, by dialing 844-512-2921 from the U.S., or 412-317-6671 internationally, and entering confirmation code 13730838. 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. (NASDAQ: TWNK) is a snacking powerhouse 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 sugar-free cookie brands. With annual sales exceeding $1.1 billion and employing approximately 2,600 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	Carly Schesel
asharma@hostessbrands.com	carly.schesel@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. 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)

	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	206,831	$	249,159
Short-term investments	20,918		—
Accounts receivable, net	178,769		148,180
Inventories	60,809		52,813
Prepaids and other current assets	10,540		10,564
Total current assets	477,867		460,716
Property and equipment, net	359,444		335,305
Intangible assets, net	1,932,636		1,944,392
Goodwill	706,615		706,615
Other assets, net	52,645		19,283
Total assets	$	3,529,207	$	3,466,311
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Long-term debt and lease obligations payable within one year	$	14,009	$	14,170
Tax receivable agreement payments payable within one year	11,100		11,600
Accounts payable	84,147		68,104
Customer trade allowances	60,668		52,746
Accrued expenses and other current liabilities	42,079		47,009
Total current liabilities	212,003		193,629
Long-term debt and lease obligations	1,092,797		1,099,975
Tax receivable agreement obligations	125,452		134,265
Deferred tax liability	336,587		317,847
Other long-term liabilities	1,635		1,605
Total liabilities	1,768,474		1,747,321
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 142,546,549 issued and 136,486,712 shares outstanding as of June 30, 2022 and 142,031,329 shares issued and 138,278,573 shares outstanding as of December 31, 2021	14		14
Additional paid in capital	1,304,970		1,303,254
Accumulated other comprehensive income (loss)	22,993		(506)
Retained earnings	540,434		475,400
Treasury stock	(107,678)		(59,172)
Stockholders’ equity	1,760,733		1,718,990
Total liabilities and stockholders’ equity	$	3,529,207	$	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				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net revenue	$	340,472	$	291,485	$	672,523	$	556,906
Cost of goods sold	227,772		186,379		444,199		356,281
Gross profit	112,700		105,106		228,324		200,625
Operating costs and expenses:
Advertising and marketing	15,587		13,144		27,537		24,925
Selling	10,137		9,454		19,914		18,084
General and administrative	30,127		23,504		59,799		45,689
Amortization of customer relationships	5,878		5,878		11,756		11,756
Total operating costs and expenses	61,729		51,980		119,006		100,454
Operating income	50,971		53,126		109,318		100,171
Other expense (income):
Interest expense, net	9,741		9,954		19,407		19,971
Change in fair value of warrant liabilities	—		531		—		455
Other expense (income)	(507)		1,067		(71)		1,430
Total other expense	9,234		11,552		19,336		21,856
Income before income taxes	41,737		41,574		89,982		78,315
Income tax expense	11,261		11,727		24,948		21,736
Net income	$	30,476	$	29,847	65,034		56,579
Earnings per Class A share:
Basic	$	0.22	$	0.23	$	0.47	$	0.43
Diluted	$	0.22	$	0.21	$	0.47	$	0.41
Weighted-average shares outstanding:
Basic	137,909,156		131,354,059		138,255,803		131,096,686
Diluted	138,958,242		138,925,489		139,263,303		138,026,854

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HOSTESS BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

			Six Months Ended
			June 30, 2022		June 30, 2021
Operating activities
	Net income		$	65,034	$	56,579
	Depreciation and amortization		27,951		25,223
	Debt discount amortization		615		621
	Change in fair value of warrant liabilities		—		455
	Unrealized foreign exchange losses (gains)		(217)		73
	Non-cash lease expense		247		659
	Share-based compensation		4,987		4,363
	Deferred taxes		10,374		13,932
	Change in operating assets and liabilities:
		Accounts receivable	(30,600)		(23,194)
		Inventories	(7,996)		(2,816)
		Prepaids and other current assets	(131)		8,844
		Accounts payable and accrued expenses	8,967		1,735
		Customer trade allowances	7,934		827
	Net cash provided by operating activities		87,165		87,301
Investing activities
	Purchases of property and equipment		(36,302)		(20,051)
	Acquisition of short-term investments		(20,918)		—
	Acquisition and development of software assets		(5,607)		(2,129)
	Net cash used in investing activities		(62,827)		(22,180)
Financing activities
	Repayments of long-term debt and lease obligations		(5,584)		(5,584)
	Repurchase of common stock		(48,506)		(16,691)
	Tax payments related to issuance of shares to employees		(5,512)		(1,235)
	Cash received from exercise of options and warrants		2,241		13,524
	Payments on tax receivable agreement		(9,313)		(9,270)
	Net cash provided by (used in) financing activities		(66,674)		(19,256)
	Effect of exchange rate changes on cash and cash equivalents		8		(92)
Net increase (decrease) in cash and cash equivalents			(42,328)		45,773
Cash and cash equivalents at beginning of period			249,159		173,034
Cash and cash equivalents at end of period			$	206,831	$	218,807
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
	Interest, net of amounts capitalized		$	18,599	$	19,451
	Net taxes paid (refunded)		$	11,489	$	(1,506)
Supplemental disclosure of non-cash investing:
	Accrued capital expenditures		$	6,358	$	5,046

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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 June 30, 2022
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	112,700	33.1	%	$	50,971	$	30,476	9.0	%	$	0.22
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		(537)		(0.2)		—
Project consulting costs (1)	—		—		559		559		0.2		—
Other (2)	144		—		144		175		—		—
Discrete income tax expense	—		—		—		(80)		—		—
Tax impact of adjustments	—		—		—		(53)		—		—
Adjusted Non-GAAP results	$	112,844	33.1	%	$	51,674	30,540		9.0		$	0.22
Income tax							11,394		3.3
Interest expense							9,742		2.9
Depreciation and amortization							14,560		4.2
Share-based compensation							2,648		0.8
Adjusted EBITDA							$	68,884	20.2	%

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

(2) Costs related to certain corporate initiatives, including $0.1 million of accelerated depreciation.

	Three Months Ended June 30, 2021
		Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results		$	105,106	36.1	%	$	53,126	$	29,847	10.2	%	$	0.21
Non-GAAP adjustments:
Foreign currency remeasurement		—		—		—		(52)		—		—
Change in fair value of warrant liabilities		—		—		—		531		0.2		—
Other (1)		158		—		1,066		2,184		0.6		0.02
Tax impact of adjustments		—		—		—		(329)		(0.1)		—
Adjusted Non-GAAP results		$	105,264	36.1	%	$	54,192	32,181		10.9		$	0.23
Income tax								12,056		4.3
Interest expense								9,954		3.4
Depreciation and amortization								12,532		4.3
Share-based compensation								1,640		0.6
Adjusted EBITDA								$	68,363	23.5	%

(1) Costs related to certain corporate initiatives, of which $0.2 million is included in cost of goods sold, $0.9 million is included in general and administrative expenses and $1.1 million is included in other non-operating expenses.

8

	Six Months Ended June 30, 2022
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	228,324	34.0	%	$	109,318	$	65,034	9.7	%	$	0.47
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		(220)		—		—
Project consulting costs (1)	—		—		3,887		3,887		0.6		0.03
Other (2)	273		—		273		422		0.1		—
Discrete income tax expense	—		—		—		512		0.1		—
Tax impact of adjustments	—		—		—		(1,104)		(0.2)		(0.01)
Adjusted Non-GAAP results	$	228,597	34.0	%	$	113,478	68,531		10.3	%	$	0.49
Income tax							25,540		3.8
Interest expense							19,407		2.9
Depreciation and amortization							27,857		4.1
Share-based compensation							4,987		0.7
Adjusted EBITDA							$	146,322	21.8	%

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

(2) Costs related to certain corporate initiatives, including $0.1 million of accelerated depreciation.

	Six Months Ended June 30, 2021
	Gross Profit		Gross Margin		Operating Income		Net Income		Net Income Margin		Diluted EPS
GAAP Results	$	200,625	36.0	%	$	100,171	$	56,579	10.2	%	$	0.41
Non-GAAP adjustments:
Foreign currency remeasurement	—		—		—		71		—		—
Change in fair-value of warrant liabilities	—		—		—		455		0.1		—
Other (1)	158		0.1		1,066		2,422		0.4		0.02
Tax impact of adjustments	—		—		—		(428)		(0.1)		—
Adjusted Non-GAAP results	$	200,783	36.1	%	$	101,237	$	59,099	10.6	%	$	0.43
Income tax							22,164		4.0
Interest expense							19,970		3.6
Depreciation and amortization							25,223		4.5
Share-based compensation							4,363		0.8
Adjusted EBITDA							$	130,819	23.5	%

(1) Costs related to certain corporate initiatives, of which $0.2 million is included in cost of goods sold, $0.9 million is included in general and administrative expenses and $1.3 million is included in other non-operating expenses.

9

EX-99.2

Investor Presentation AUGUST 3, 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. 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  Strong topline momentum with 16.8% organic net revenue growth during the quarter reflecting higher price/mix and volumes  15.6% Hostess Brands’ point-of-sale growth in Sweet Baked Goods and 25.0% Voortman® branded growth in Cookies*  Executed previously announced pricing actions to mitigate ongoing cost inflation and supply chain fragility  Raising full-year revenue guidance reflecting a strong first half and continued growth momentum  Ramping up advertising investments to support the launch of first national video campaign in over a decade *Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category and Cookie Category. Point of Sale, 13 weeks ending 7/2/22 vs comparable prior year period.

10th Consecutive Quarter of 9+% Net Revenue Growth Double-digit growth in each of the last 5 quarters 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% 16.8% Q1 '20 Q2 '20 Q3' 20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 4

5 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. 16.8% Net Revenue Growth in Challenging Environment $68.4 $68.9 Q2 2021 Q2 2022 $291.5 $340.5 Q2 2021 Q2 2022 Net Revenue (in millions) Adjusted EBITDA (in millions) $0.23 $0.22 Q2 2021 Q2 2022 Adjusted EPS Continued EBITDA growth demonstrates resilience

Three Months Ended Six Months Ended June 30, Change June 30, Change ($ in millions) 2022 2021 $ % 2022 2021 $ % Sweet Baked Goods $303.5 $262.5 $41.0 15.6% $599.8 $500.2 $99.6 19.9% Cookies 37.0 29.0 8.0 27.6% 72.7 56.7 16.0 28.2% Total Net Revenue $340.5 $291.5 $49.0 16.8% $672.5 $556.9 $115.6 20.8% 6 Revenue Growth Driven by Hostess® and Voortman® 15+% organic growth across our portfolio of sweet baked goods and cookies

Both Price/Mix and Volume Driving Revenue Growth * Primarily to offset higher inflation 7 Continued volume growth despite incremental pricing driven by solid consumer demand 16.8% Organic Net Revenue Growth 13.8% Growth Net Revenue Net Revenue $340.5 million 3.0% Growth$291.5 million

$394 $456 $37 $46 Q2 2021 Q2 2022 Continued 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 7/3/21 and 7/2/22. 25.0% 15.6% Point-of-Sale Growth growth growth Cookies Sweet Baked Goods (in millions)

15.2% 5.4% 16.1% 19.8% 9 15+% Single-Serve and Multi-Pack POS Growth in Q2 Multi-Pack Point-of-Sale Single-Serve Point-of-Sale Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Q2 2022 – 13 weeks ended 7/2/2022 and prior year comparable periods. Q2 2021 Q2 2022 Single-serve 2 year stacked growth 35.9% Multi-pack 2 year stacked growth 20.6% Uniquely positioned to drive both at-home and immediate consumption occasions Q2 2021 Q2 2022 26.7%

Q2 ‘21 Q2 ‘22 10 Holding Market Share in Volatile Market Environment Market Share (13 weeks) Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of sale and share changes for the 13 weeks ended 7/2/2022 vs. the comparable prior year period. POS $ up 15.6% & Units up 2.8%, Growing Unit Share of SBG Category by +70bps! Breakfast POS up 22.1%, Growing Market Share of Sub- category by +100bps! 21.8% 21.7%

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) 18.4% 19.1% 19.5% 20.4% 21.7% 2018 2019 2020 Point-of-Sale (52 weeks, in millions) $1,168 $1,226 $1,318 $1,425 $1,702 2018 2019 2020 20212021 Source: Nielsen, Total Nielsen Universe for the Company within the SBG Category. Point of Sale and Market Share, 52 weeks ending 7/7/18, 7/6/19, 7/4/20, 7/3/21, and 7/2/22. 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 2022

Consolidated Financial Results 12 Delivering double-digit net revenue growth for the quarter and year-to-date 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 Six Months Ended June 30, Change June 30, Change ($ in millions, except per share data) 2022 2021 $ % 2022 2021 $ % Net Revenue $340.5 $291.5 $49.0 16.8% $672.5 $556.9 $115.6 20.8% Adjusted Gross Profit $112.8 $105.3 $7.5 7.1% $228.6 $200.8 $27.8 13.8% Adjusted Gross Margin 33.1% 36.1% (299bps) 34.0% 36.1% (207bps) Adjusted Operating Income $51.7 $54.2 $(2.5) (4.6%) $113.5 $101.2 $12.3 12.2% Adjusted EBITDA $68.9 $68.4 $0.5 0.7% $146.3 $130.8 $15.5 11.9% Adjusted EBITDA Margin 20.2% 23.5% (323bps) 21.8% 23.5% (174bps) Adjusted EPS $0.22 $0.23 $(0.01) (4.3%) $0.49 $0.43 $0.06 14.0%

Raising Full-Year 2022 Revenue Guidance ($ in millions, except EPS) Updated Guidance Previous Guidance Net Revenue Growth At least 15% At least 12% Adjusted EBITDA Towards the higher end of $280 – $290 Towards the higher end of $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% Weighted Average Shares Outstanding 138.5 – 139.5 million 139 – 140 million 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.

Bouncers Innovation Launching in 2H 2022 with strong retailer reception Targeted at the fast-growing lunchbox occasion Strong Innovation in Targeted Consumer Occasions Continued great momentum of recent innovation across morning sweet start and afternoon sharing occasions 14

Brand Activation is Helping Fuel Consumer Interest Increasing top-of-mind awareness and consideration 15 With new content and consumer product reviews across digital platforms Driving Social Engagement Over 1.6 Billion Earned Impressions in Q2 Building Impactful E-Commerce Presence Continuing High ROI Marketing Investments

Executing on Key Capital Allocation Priorities 16 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 $41.9M YTD ‘22, including investment in new bakery to support continued growth Net Leverage of 3.0x at end of Q2 ‘22 Growth-oriented branded targets, that expand our capabilities in snacking universe $48.5M share repurchases executed YTD ‘22 1 2 3 4

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 Catapulting Into the Next Phase of Organic Growth 17 Learn more about our long-term growth story outlined at our recent Investor Day using this QR Code

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.” 18

Appendix

Non-GAAP Reconciliations 20 1. Project consulting costs are included in general and administrative on the condensed consolidated statement of operations. 2. In 2022, costs related to certain corporate initiatives, which includes $0.1 million of accelerated depreciation. In 2021, costs related to certain corporate initiatives, of which $0.2 million is included in cost of goods sold, $0.9 million is included in general and administrative expenses and $1.1 million is included in other non-operating expenses. Gross Gross Operating Net Net Income Diluted Gross Gross Operating Net Net Income Diluted Profit Margin Income Income Margin EPS Profit Margin Income Income Margin EPS GAAP results $ 112.7 33.1% $ 51.0 $ 30.5 9.0% $ 0.22 $ 105.1 36.1% $ 53.1 $ 29.8 10.2% $ 0.21 Non-GAAP adjustments: Foreign currency remeasurement - - - (0.5) (0.2) - - - - (0.1) - - Project consulting costs (1) - - 0.6 0.6 0.2 - - - - - - - Change in fair value of warrant liabilities - - - - - - - - - 0.5 0.2 - Other (2) 0.1 - 0.1 0.2 - - 0.2 - 1.1 2.2 0.6 0.02 Discrete income tax expense - - - (0.1) - - - - - - - - Tax impact of adjustments - - - (0.1) - - - - - (0.3) (0.1) - Adjusted Non-GAAP results $ 112.8 33.1% $ 51.7 30.5 9.0 $ 0.22 $ 105.3 36.1% $ 54.2 32.2 10.9 $ 0.23 Income tax 11.4 3.3 12.1 4.3 Interest expense 9.7 2.9 10.0 3.4 Depreciation & amortization 14.6 4.2 12.5 4.3 Share-based compensation 2.6 0.8 1.6 0.6 Adjusted EBITDA $ 68.9 20.2% $ 68.4 23.5% Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

21 Non-GAAP Reconciliations 1. Project consulting costs are included in general and administrative on the condensed consolidated statement of operations. 2. In 2022, costs related to certain corporate initiatives, which includes $0.1 million of accelerated depreciation. In 2021, costs related to certain corporate initiatives, of which $0.2 million is included in cost of goods sold, $0.9 million is included in general and administrative expenses and $1.3 million is included in other non-operating expenses.

XML

Cover Page	Aug. 03, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 03, 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