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HOSTESS BRANDS
June 2017
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DISCLAIMERS
Forward Looking Statements
This investor presentation contains statements reflecting our views about our future performance 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 as forward-looking statements. All forward looking statements included herein are made only as of the
date hereof. Hostess Brands 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 our reputation and brand image; protecting our intellectual property rights; leveraging our 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; our continued ability to produce and successfully market products with
extended shelf life; 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; our dependence on our major
customers; our geographic focus could make us particularly vulnerable to economic and other events and trends in North America; increased costs in order to comply with governmental regulation; general political, social and
economic conditions; 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; our insurance may not provide adequate levels of coverage against claims; failures, unavailability, or disruptions of our information technology systems;
our ability to achieve expected synergies and benefits and performance from our strategic acquisitions; dependence on 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.
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. 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. Hostess Brands has
transitioned to a new Nielsen database for Market Share and Industry Data. All prior periods have been restated utilizing the updated database.
Pro Forma Combined Financial Information
Hostess Brands, Inc. acquired a controlling interest in Hostess Brands on November 4, 2016 (the ”Business Combination”). Unless otherwise noted, financial information for 2016 is presented on a pro forma combined basis
given effect to the Business Combination as if it occurred on January 1, 2016.
Use of Non-GAAP Financial Measures
This Investor Presentation includes non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross
Profit Margin, Free Cash Flow and Free Cash Flow Conversion. In this Investor Presentation, Adjusted EBITDA and Adjusted Gross Profit exclude certain items. Adjusted EBITDA Margin represents Adjusted EBITDA divided
by net revenues. Adjusted Gross Profit Margin represents Adjusted Gross Profit divided by net revenues, Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures, and Free Cash Flow conversion is defined
as Free Cash Flow divided by Adjusted EBITDA. You can find the reconciliation of these measures to the nearest comparable GAAP measures in the Appendix. Hostess Brands believes that these non-GAAP measures of
financial results 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 measures to compare Hostess Brands‟ performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes.
These measures are used in monthly financial reports prepared for management and Hostess Brands‟ board of directors. 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 measures in isolation or as an alternative to financial measures determined in
accordance with GAAP. Other companies may calculate Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Free Cash Flow, Free Cash Flow Conversion and other non-GAAP
measures differently, and therefore Hostess Brands‟ Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Free Cash Flow , Free Cash Flow Conversion and other non-GAAP
measures may not be directly comparable to similarly titled measures of other companies.
Totals in this Investor Presentation may not add up due to rounding.
AGENDA
1 COMPANY OVERVIEW
2 SALES & DISTRIBUTION
3 MARKETING
4 OPERATIONS
5 INNOVATION & QUALITY
6 FINANCIAL UPDATE
APPENDIX
3
COMPANY
OVERVIEW
Bill Toler, President & CEO
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Dean
Metropoulos
Executive
Chairman
Bill Toler
President
& CEO
Tom
Peterson
EVP & CFO
Michael
Cramer
EVP & Chief
Administrative
Officer
Andrew
Jacobs
EVP & Chief
Commercial
Officer
Stuart
Wilcox
SVP &
COO
Burke
Raine
SVP &
CMO
Jolyn
Sebree
SVP,
General
Counsel &
Corporate
Secretary
Darryl
Riley
SVP,
Quality/
Food Safety
& R&D
EXPERIENCED SENIOR LEADERSHIP
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Kansas City, MO
Product portfolio with
numerous iconic
brands
#2 market
position
in $6.55bn Sweet
Baked Goods
category
Modern and
efficient national
manufacturing system
Direct to
Warehouse
distribution model
driving industry
leading profitability
Proven
platform
with multiple avenues
of growth
KEY HIGHLIGHTS
2016 Net Sales(1)(2):
$728m
2016 Adj. EBITDA(1)(3):
$215m
% Adj. EBITDA
margin(3): 30%
HOSTESS BRANDS AT A GLANCE
Iconic American brand delivering new and classic
sweet treats to our customers for generations
Source:
(1)
(2)
(3)
Nielsen U.S. total universe, 52 weeks ending 6/17/17.
Does not include Superior pre-acquisition sales and Adjusted EBITDA results of $13.8m and $2.0m, respectively.
Financial results for 2016 are presented on a pro forma combined basis. See “Pro Forma Combined Financial Information” on page 2.
See “Use of Non-GAAP Financial Measures” and the Appendix for an explanation of all non-GAAP measures on page 2 and reconciliations to the comparable
GAAP measures.
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STRONG MARKET POSITION
IN KEY SEGMENTS
7
Pies, Bars
& Other
$452M
$305M
Blondies,
Brownies
$794M
SBG
Cookies
Breakfast pastries,
Danish $1.3B
Danish, Honey Buns,
Sweet Rolls
Mini and
Jumbo
Muffins
$492M
Muffins
Donuts
$1.5B
Donettes
Snack Cakes
$1.8B
Twinkies®, Zingers®,
CupCakes, Ding Dongs®,
Ho Hos®
Fruit Pie
Sub-category where
Hostess does not
currently participate
31%
= Hostess Share of
Retail Sales
24%
8%
8%
11% 9%
Sweet Baked Goods (“SBG”) –
$6.55 billion of retail sales in latest
52 weeks, 14% increase since
relaunch
2016 acquisition of
Superior opens the door
to the growing $8.2bn
In-Store Bakery (“ISB”)
channel
Source: Nielsen U.S. total universe, 52 weeks ending 6/17/17. Nielsen Perishable Group, In-Store Bakery, 52 Weeks ending 12/31/16.
Note: Hostess data does not include Superior. The Company has transitioned to a new Nielsen database for Market Share and Industry Data, all prior periods have
been restated utilizing the updated database.
Sweet Baked Goods category includes items determined to be „Commercial Sweet Baked Goods‟ (items wrapped for individual sale); All Fresh Bakery products are
excluded from the scope; Sunbelt Granola Bars are the only Granola Bars included because they are targeted for sale with SBG items. Only SBG Cookies or non-
traditional aisle-cookies included (e.g., Nutty Fudge Bars, Oatmeal Cream Sandwiches, Whoopie Pies).
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TRENDS IN SWEET BAKED GOODS
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Total Sweet Baked Goods Category Trends are softer than year ago
Category declined 0.2% in June; YTD category sales declined 1.6% to year ago
Hostess was able to maintain positive POS even with significant category declines in May
High year-ago volume hurdles caused trends to slow-down, but improved in June
Source: Nielsen, Sweet Baked Goods, 4-week periods through 6/17/17. Nielsen, Hostess Dollar Share, Rolling 13-week periods through 6/17/17.
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SOURCES OF GROWTH
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Innovation
2014
Whitespace
2020
Distribution
10%+ TPD
Growth
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WHITESPACE OPPORTUNITY
In-Store Bakery (sweets) is an $8.2 billion category
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Source:
Note:
Nielsen Perishable Group, In-Store Bakery, 52 weeks ending 12/31/16.
Total In-Store Bakery was $11.6 Billion for 52 weeks ending 12/31/16.
ISB –
$ Share
30%
Breakfast
Bakery
70%
Desserts
and Sweet
Snacks
SALES &
DISTRIBUTION
Andy Jacobs, EVP & Chief
Commercial Officer
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DTW DISTRIBUTION DRIVING
CHANNEL PENETRATION
Competitively advantaged business model
Warehouse
model
Close partnerships
with third party distributors
Enhanced in-store
merchandising capabilities
Compelling
retailer economics
Expanded
distribution reach
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DTW DISTRIBUTION DRIVING
CHANNEL PENETRATION
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Hostess Share of Retail Sales – Small Formats
$88M $2.3B $324M
52-Wks Ended 6/17/17 OldCo Total Category Size
26.3%
0.9%
48.1%
22.1% 21.4%
Total US Drug Total US Dollar Total US
Convenience
20.3%
19.1%
1.7% 0.9%
17.0%
33.2%
12.7%
Total US Club Total US Mass
(excludes Costco)
Total US Food
Hostess Share of Retail Sales – Large Formats
$265M $2.3B $1.3B
Source: Hostess market share, Nielsen U.S. Total Universe 12 weeks ending 10/13/2012 (“OldCo”) compared to 52 weeks ending 6/17/2017.
Market share based on retail sales dollars. The Company has transitioned to a new Nielsen database for Market Share and Industry Data, all prior periods have
been restated utilizing the updated database. Club does not include Costco, only Sam‟s and BJ‟s. Total US Mass share numbers revised from previously
published documents to include additional retailers.
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Nielsen LTM Dollar Share 17.0%,
up +102 bps vs YA
(OldCo 20.3%)
Total Points of Distribution
gain 9.3% vs YA
Single serve racks at
speedy check lane
“PDQ” pallet program
Frozen Ding Dong® Lava Cake
Acosta retail merchandising
Source: Nielsen Combined Mass Retailers, 52 weeks ending 6/17/17.
*Total Mass share numbers revised from previously published documents to include additional retailers.
MASS CHANNEL
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Nielsen LTM Dollar Share 12.7%, up
+106 bps vs YA
(OldCo 19.1%)
Total Points of Distribution
gain +16.4% vs YA
Full seasonal & LTO display program
Single serve display racks
Acosta dedicated retail team
Growing ISB business
Source: Nielsen, Total US Food, 52 weeks ending 6/17/17.
FOOD CHANNEL
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Nielsen LTM Convenience Dollar
Share 21.4%, up +128 bps vs YA
(OldCo 33.2%); Drug Store 48.1%
share, up +102 bps vs YA
Convenience Points of Distribution
gain +12.4% vs YA; Drug Store
Points of Distribution gain +2.4% vs
YA
Strong distributor partnerships
support DTW in C-store & Drug
Hostess Partner Program
Seasonal single serve
counter units
Launched Bagels in Drug
Source: Nielsen, Total U.S. Convenience & Total U.S. Drug, 52 weeks ending 6/17/17.
CONVENIENCE AND DRUG STORE CHANNELS
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DOLLAR & CLUB CHANNELS
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Nielsen LTM Dollar Channel Share
22.1%, up +454 bps vs YA
(OldCo only 0.9% share)
Dollar Total Points of Distribution
gain +28.5% vs YA
Permanent displays in
17,000+ stores; Full Seasonal program
Extended distribution on Twinkies® &
Cupcakes Variety Pack in select
markets
Expanding ISB
Source: Nielsen, Combined Dollar Outlets, 52 weeks ending 6/17/17.
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Cash „n Carry:
Distribution in over 100+ Cash N Carry distributors
International:
Launched Dolly Madison® brand in Canada via
DSD partnership with National Brands
Expanding third party distribution with major
retailers in Mexico & UK
Food Service:
Strong partnership with McCain; Long John Silvers
eCommerce:
On-going partnership with Amazon;
developing Jet.com
WHITE SPACE
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Éclairs &
Crème Puffs
Madeleines
Brownie
Bites®
Iced Cookies
Hostess
Bake Shop™
Introduced Hostess Bake Shop™
Providing “Made With” for retailer
own labels
Launching incremental innovation
in new forms
Fully integrated sales
organization
Utilizing Acosta
Pies
WHITE SPACE: IN-STORE BAKERY
MARKETING
Burke Raine, SVP & Chief
Marketing Officer
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INNOVATION IS CENTRAL TO GROWTH
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OUR NEWEST DING DONG® INNOVATION:
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Business Insight:
• White Fudge is a $200MM+
subcategory in SBG in which
Hostess did not participate (1)
Consumer Insight:
• White Fudge Ding Dongs®
scored in the top quartile of
innovation concepts (2)
covered GOLDEN CAKE with
filling.
(1) Source: AC Nielsen Scantrack Sweet Baked Goods White Fudge Covered Segment Sales W/E 12/31/16
(2) Source: M/A/R/C Concept Screen Report 2015
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CHOCOLATE AND PEANUT BUTTER:
ICONIC FLAVOR COMBINATION
Business Insight:
• Peanut Butter is large
subcategory within
SBG where Hostess
did not participate (1)
Consumer Insight:
• The #1 new flavor
pairing we see in
consumer testing is
chocolate and peanut
butter: iconic (2)
CHOCOLATE CAKE
and best chocolate
taste ever with a
PEANUT BUTTER
!
(1) Source: AC Nielsen Scantrack Sweet Baked Goods Peanut Butter Segment Sales W/E 12/31/16
(2) Source: Harman Atchison TURF Analysis Report 2015 CupCakes, 2016 Twinkies
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TWINKIES® MEET CHOCOLATE IN TWO
DELICIOUS WAYS
Business Insight:
• Twinkies® is a peerless
brand with significant
potential to stretch (1)
Consumer Insight:
• Consumers love our limited
time flavors and are excited
to try new varieties of
Twinkies® (2)
• Chocolate scored very high
on purchase intent in
concept testing (3)
Chocolate Cake
Delectable
Chocolate cake
with our signature
Fudge Covered
sponge cake
with
(1) Source: “Brand Stretch Discovery Research Report” – May 2017, MMP Research Associates
(2) Source: Nielsen L156 Weeks ending 5/20/2017
(3) Source: 2016 Tragon CLT, 2016 AYTM Online Consumer Survey
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DOUBLING DOWN ON OUR LEADERSHIP
POSITIONS IN BREAKFAST
Business Insight:
• Hostess has the #1 mini
donut in SBG with the
highest velocities in the set (1)
• Hostess also has the top-
selling Coffee Cake in the
industry (1)
Consumer Insight:
• Cinnamon was a void flavor
profile for Donettes® (2)
• Apple was the top-scoring
new flavor concept for Coffee
Cakes (3)
CINNAMON flavor and the
crunch of our one-of-a-kind
cinnamon CRUMB
COATING
APPLE flavor
and a touch of
CINNAMON
(1) Source Nielsen L104W ending 5/22/17
(2) Source: Hostess Ranking Report August 2016
(3) Source: 2016 AYTM Consumer Survey – Coffee Cakes
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COMING SOON IN THE FREEZER AISLE:
New Hostess Molten Lava Ding Dongs®
Business Insight:
• Ding Dongs® brand is growing
well above category (1)
• Can create a brand block with
our Deep Fried Twinkies®
launched last year
Consumer Insight:
• Molten Lava cakes a well-
known dessert item (2)
• Microwave easy prep gives
consumers a hot and tasty
treat in seconds
(1) Source: Nielsen L156 Weeks ending 5/20/2017
(2) Source: Arby‟s and Baskin Robbins have both launched Molten Lava cakes in past 4 years
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OPERATIONS
Stuart Wilcox, EVP & Chief
Operating Officer
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EFFICIENT AND SCALABLE MANUFACTURING
Direct-To-Warehouse Distribution
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(1)
(2)
ISB consists of Superior, which we purchased in May 2016, and which manufactures and distributes eclairs, madeleines, brownies, and iced cookies in the ISB
section of grocery and club retailers.
From 2013 acquisition through May 31, 2017.
Highly efficient production system
Investments made in state of the art
manufacturing technology and
automated packaging on certain high
volume production lines
Enhanced merchandising capabilities
Expansion of core distribution and
channel penetration
Improved inventory management
Kansas City, MO
~$180 million of capital invested in operations and systems (2)
3 Distribution centers (third-party) Headquarters 3 SBG baking facilities 2 ISB(1) baking facilities
~ 60% of Total Volume
Highly Automated
High Volume, lower cost
Fill Plant Capacity
Zingers®
Fudge Covered
Ding Dongs®
Coffee Cakes
Mini Muffins
Eclairs/Crème Puffs
Madeleine/Brownies
Cookies
~ 28% of Total Volume
Flexible Hybrid
Flexible Packaging
Over Capacity Outlet
~ 8% of Total Volume
Peanut Butter Products
Ho Ho Roll Products
~ 4% of Total Volume
In-Store Bakery Products
Kosher Products
Twinkies®
Donettes®
SnoBalls®
Brownies
CupCakes
Coffee Cakes
Hostess concentrates production on
capital & cost efficiency
Ho Hos®
Suzy Qs®
Chocolate Peanut Butter
Twinkies®
OPERATIONS STRATEGY
Emporia, KS
ASSET CAPABILITES
Columbus, GA Indianapolis, IN Superior (MA)
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29 3 HOSTESS facilities 2 ISB facilities 3 Distribution centers (third-party)
– Beyond a Distribution
Center
– Competitive Advantage
– Significant amount of total
Volume in “value-added”
displays
– High Volume, lower cost
Display Pallets
PDQs
Turn warehouse within 7 days
– New Product Speed to Market
– Leverage External Partnerships
– Minimize New Product Introduction Risk
OPERATIONS STRATEGY
Shorewood
ASSET CAPABILITES
Contract Manufacturing
Danish
Bread, Buns and Bagels
Mini Fruit Pies
Jumbo Muffins
Cinnamon Rolls
Honey Buns
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30 3 HOSTESS facilities 2 ISB facilities 3 Distribution centers (third-party)
INNOVATION &
QUALITY
Darryl Riley, SVP Quality/
Food Safety and Research &
Development
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INNOVATION & WHITE SPACE DEVELOPMENT
Driven by an entrepreneurial mindset
Opportunity and demand from retailers, consumers, and customers fuels
our strategic approach to innovation.
Idea / Concept R&D / Product
Development
Supply Chain Sales & Marketing
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QUALITY AND FOOD SAFETY MANAGEMENT
Defined strategy focuses effort against structure, systems, and
engaging the culture
Hostess Brands Food
Safety Audit
GMPs
HACCP
Raw material control
Pest control
Hygienic design
Sanitation
Micro biology analysis
Environmental monitoring
Infrastructure
Adheres to Food Safety
Modernization Act (FSMA)
BRC AA/A Certification
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FINANCIAL
UPDATE
Tom Peterson, EVP & Chief
Financial Officer
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CAPITAL EXPENDITURE OUTLOOK
We continue to support our growth with capital expenditures and expect
$30 - $40 million in each of 2017 and 2018:
2017 2018
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Packaging Flexibility
½ of New Cake Line
Peanut Butter & New Product
Support
Cupcake Line Automation
½ of Emporia Warehouse Expansion
½ of New Cake Line
Ding Dong® Line Automation
Bagged Donut Expansion
New Product Support
½ of Emporia Warehouse Expansion
MARGIN STABILITY WITH PRODUCT MIX CHALLENGES
Have established an
Operations Productivity Plan
Continue to invest in
Automation Opportunities
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As Hostess pursues growth opportunities, we
are focused on growing total EBITDA dollars
Building on our established margin structure, we
CAPITAL STRUCTURE UPDATE – Q2 2017
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37 (1) Based upon information through June 26, 2017
Repriced First Lien Term Loan to decrease LIBOR spread by 50bps (second time in
six months)
Entered into interest rate swap to fix a portion of variable rate risk
Expect 2017 interest expense to be between $39 and $41 million
Quarter-to-date exchanges of Class B common stock to Class A common stock of
1.3 million
Expect average Class A common stock outstanding of 98.9 million1 for Q2 2017
Expect warrant and stock-based award dilution impact to be ~8.2 million1 for Q2
2017 assuming an average stock price of $16.14
Expect Q2 2017 average diluted shares outstanding for Earnings per Share of
107.1 million1
CONCLUDING REMARKS
Differentiated Business Model
Drives Continued Growth
Hostess is well positioned for future growth…
Warehouse
distribution unique
in SBG category
Supports strength of
innovation pipeline
and speed-to-market
Compelling opportunity for
continued market share
and volume gains across
distribution channels
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APPENDIX
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39
$ in millions
Successor
4-Nov-16 to
31-Dec-16
Predecessor
1-Jan-16 to
3-Nov-16
Pro Forma
Combined,
Year Ended
31-Dec-16
Year Ended
31-Dec-15
Year Ended
31-Dec-14
Net income (loss) ($8.5) $60.4 $82.4 $88.8 $81.5
Plus non-GAAP adjustments:
Income tax provision (7.8) 0.4 32.9 – –
Interest expense, net 6.6 60.4 51.4 50.0 37.4
(Gain) loss on debt extinguishment(1) (0.8) – (0.8) 25.9 –
Depreciation and amortization 5.8 10.3 36.5 9.8 7.1
Executive chairman agreement termination and execution(2) 26.7 – – – –
Unit-based compensation – 3.9 – 1.4 0.4
Other (income) expense(3) 0.8 1.6 2.4 (8.7) 0.6
Business combination transaction costs(4) – 31.8 0.6 – –
Impairment of property and equipment(5) – 7.3 7.3 2.7 13.2
Loss on sale/abandonment of property and equipment and
bakery shutdown costs(6)
– 2.6 2.6 4.2 5.2
Inventory fair value adjustment(7) 8.9 – – – –
Special employee incentive compensation(8) – 4.7 – 3.9 –
Adjusted EBITDA $31.9 $183.4 $215.3 $177.9 $145.3
Net Revenue $112.0 $615.6 $727.6 $620.8 $554.7
EBITDA Margin (Adjusted EBITDA divided by Net Revenue) 28.5% 29.8% 29.6% 28.7% 26.2%
Capital Expenditures $6.5 $28.6 $35.1 $25.1 $51.1
FCF Conversion (Adjusted EBITDA – Capital Expenditures
divided by Adjusted EBITDA)
79.6% 84.4% 83.7% 85.9% 64.9%
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40
Footnotes on following page.
HOSTESS NON-GAAP RECONCILIATIONS
Adjusted EBITDA
HOSTESS NON-GAAP RECONCILIATIONS
Adjusted EBITDA
Footnotes from prior page:
(1) For the Successor period November 4, 2016 through December 31, 2016 and pro forma combined year ended December 31, 2016, we recorded a gain on extinguishment of Former First Lien of $0.8
million, which consisted of penalties of $3.0 million, the write-off of deferred financing costs of $0.2 million net of debt premium write-offs of approximately $4.0 million. For the year ended December 31,
2015 (Predecessor), we recorded a loss on extinguishment related to our 2013 Term Loan of $25.9 million, which consisted of prepayment penalties of $9.9 million and write-off of deferred financing costs
of $16.0 million.
(2) For the Successor period November 4, 2016 through December 31, 2016, we expensed $26.7 million related to stock awarded to Mr. Metropoulos as required under his new employment arrangements.
(3) For the Successor period November 4, 2016 through December 31, 2016, we recorded expenses of $0.8 million which primarily consisted of legal and professional fees and other post-Business
Combination costs such as fees related to securities filings. For the Predecessor period from January 1, 2016 through November 3, 2016, other expense consisted of transaction costs attributable the
pursuit of a potential acquisition that has since been abandoned, offset partially by a gain from the settlement of the Grain Craft peanut recall matter of approximately $0.8 million. For the year ended
December 31, 2015, other income consisted of $12.0 million of proceeds from the sale of foreign trademark rights and certain “know how” in certain countries in the Middle East, partially offset by $3.3
million for professional service fees related to the pursuit of a potential sale transaction. For the year ended, December 31, 2014, other expense was $0.6 million.
(4) For the Predecessor period from January 1, 2016 through November 3, 2016, business combination transaction costs consisted primarily of professional and legal costs.
(5) For the period January 1, 2016 through November 3, 2016, and for the pro forma combined year ended December 31, 2016, we closed multiple production lines at the Indianapolis, Indiana bakery and
transitioned production to other facilities resulting in a loss of $7.3 million.
(6) For the period January 1, 2016 through November 3, 2016, and for the pro forma combined year ended December 31, 2016, we incurred a loss on a sale/abandonment of property and bakery shutdown
costs of $0.3 million, primarily due to utilities, insurance, taxes and maintenance expenses related to the Schiller Park, Illinois bakery. In addition, we incurred losses of approximately $2.6 million related to
equipment that we no longer intended to use or had idled.
(7) For the Successor period November 4, 2016 through December 31, 2016, we re-measured inventory at fair value at the Closing Date, resulting in additional non-cash cost of goods sold of $8.9 million.
(8) For the Predecessor period January 1, 2016 through November 3, 2016, a special bonus payment of $2.5 million and $2.2 million was paid to employees at the bakery facilities and corporate employees,
respectively, as compensation for their efforts in the Business Combination. For the year ended December 31, 2015, a special bonus payment of $2.6 million and $1.3 million was paid to employees at the
bakery facilities and corporate employees, respectively, as compensation for their efforts in the recapitalization of the Company.
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41
HOSTESS NON-GAAP RECONCILIATIONS
Adjusted Gross Profit
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42
$ in millions
Successor
4-Nov-16 to
31-Dec-16
Predecessor
1-Jan-16 to
3-Nov-16
Pro Forma
Combined,
Year Ended
31-Dec-16
Year Ended
31-Dec-15
Year Ended
31-Dec-14
Net revenue $112.0 $615.6 $727.6 $620.8 $554.7
Cost of goods sold 73.3 346.9 411.6 356.0 320.8
Special employee incentive compensation – 2.2 – 2.6 –
Gross Profit – US GAAP $38.7 $266.5 $316.0 $262.2 $233.9
Add back:
Special employee incentive compensation(1) – $2.2 – $2.6 –
Inventory fair value adjustment(2) $8.9 – – – –
Adjusted Gross Profit $47.6 $268.7 $316.0 $264.9 $233.9
Gross Margin – GAAP 34.6% 43.3% 43.4% 42.2% 42.2%
Adjusted Gross Margin 42.5% 43.7% 43.4% 42.7% 42.2%
(1) For the Predecessor period January 1, 2016 through November 3, 2016, a special bonus payment of $2.2 million was paid to employees at the bakery facilities as compensation for their efforts in the
Business Combination. For the year ended December 31, 2015, a special bonus payment of $2.6 million was paid to employees at the bakery facilities as compensation for their efforts in the
recapitalization of Hostess.
(2) For the Successor period November 4, 2016 through December 31, 2016, the Company re-measured inventory at fair value at the Business Combination date, resulting in additional non-cash cost of
goods sold of $8.9 million.
®
WARRANT IMPACT ON EQUITY
43
Note:
(1)
(2)
(3)
(4)
All dilution and repurchase information is for illustration only. Actual could differ from illustration.
Based on information through June 26, 2017.
For any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the
warrant holders.
Metropoulos may be granted up to 8.25m shares pursuant to certain earn-out agreements entered into in connection with the Business Combination.
No amounts will be accrued for these earn-outs as of June 30, 2017, as management determined that it was not probable the applicable thresholds
would be met.
Illustrates the dilutive impact of Hostess‟ outstanding restricted stock units and stock options
Overview
• There are currently 37.5m public
warrants and 19.0m private
warrants outstanding.
• Each warrant is convertible into half
a share at a strike price of $5.75
(effective strike price of $11.50
per share).
• Public warrants can be called for
redemption for $0.01 per warrant
when Hostess‟ share price meets or
exceeds $24.00(2)
• Dilutive impact of warrants is
accounted for using the treasury
stock method.
• Metropoulos may be granted
additional shares contingent on
achieving certain EBITDA targets
for the years ended December 31,
2017 and December 31, 2018.
These shares are not included in
these calculations.(3)
Treasury stock method
(in millions other than per share data)
Impact on equity value
(in millions other than per share data)
Shares issued Diluted shares outstanding
Warrants outstanding (public + private)
(x) Shares issued per warrant
56.5
0.5
Average Class A Shares outstanding(1)
Average Class B Shares outstanding(1)
98.9
31.0
Illustrative shares issued
(x) Strike price per share
28.3
$11.50 Equity value calculation
Illustrative proceeds from warrant exercise
(†) Average share price(1)
$325.5
$16.14
Diluted shares outstanding
(x) Average share price(1)
138.1
$16.14
Illustrative shares repurchased 20.2 Hostess equity value $2,228.8
Net shares issued Impact on earnings per share
Illustrative shares issued
(-) Illustrative shares repurchased
28.3
20.2
Illustrative net shares issued due to warrants 8.1
Class A shares outstanding
(+) Illustrative net shares issued due to warrants
(+) Illustrative net shares issued due to stock based awards (4)
98.9
8.1
0.1
Share count for EPS calculations 107.1
Illustrative shares issued 28.3 (+) Illustrative net shares issued due to warrants 8.1
(+) Illustrative net shares issued due to stock-based awards (4) 0.1
Shares repurchased Diluted shares outstanding 138.1
®
GLOSSARY
44
Term Definition
BFY Better-for-you
ISB In-store bakery
SBG Sweet baked goods
SKU Stock keeping unit
Frosted | Crunch | Double Chocolate | Powdered | Glaze
• 100% of Hostess Single Serve donettes come from these two lines
• Historical donettes innovation focused on bag donut packaging format.
New in 2017, extending seasonal program to Single Serve
format with Counter Unit displays.
• Valentine
• Red White & Blue
• Fall Caramel
KEY INVESTMENTS
• Consolidation of all Single Serve Donettes into Emporia for product
consistency, production efficiency and to allow for investment in a
Peanut Butter facility at the Indianapolis bakery.
• This 2016 investment brought a second Single Serve Donette line to
Emporia and replaced all packaging equipment.
PRODUCTION LINE STATS
Over 7 MILLION donettes per day
produced in Emporia across bag &
single serve donut lines!
Avg. pieces produced per minute 1,434
475 lbs. Batch Size (Batter)
Powdered | Frosted
• Limited changeovers on Emporia bag
donut lines allow for long efficient runs to
deliver cost performance. Powdered line
never changes variety.
• Donette innovation product development
centered in the Columbus bakery which
has two donut lines capable of making all
donut varieties.
KEY INVESTMENTS
• Vertical Form Fill & Seal (VFFS) packaging - converting all our donut lines
from pre-made bags to bags formed on the packaging equipment as
production is running.
• The investment will deliver higher quality improvements and production
efficiencies.
• Target installation to be completed Q1 2018
PRODUCTION LINE STATS
Over 7 MILLION donettes per day
produced in Emporia across bag &
single serve donut lines!
Avg. pieces produced per minute 1,352
475 lbs. Batch Size (Batter)
1,000 lbs.
Capabilities includes swirled batter,
pre-baked toppings, icings, post-bake
toppings and structured for
additional capabilities
Coffee Cake | Brownies | SnoBalls | Zingers
• Highly diverse and capable line that
can produce the majority of our core
cake items, including Twinkie and
CupCake overflow.
873 Avg. pieces produced per minute
Batch Size (Batter)
PRODUCTION LINE STATS
KEY INVESTMENTS
• Investment to bring on new capabilities for our Brownie and Sandwich
Cake platform such as:
• Topping application
• Icing equipment
• Sandwich cakes (Suzy Q) – Q1 2018
• Automated Case Packing
• Two cake lines in Columbus have similar capabilities and can enrobe
product.
• Production plans are sequenced to provide
for most efficient variety changeover.
Dedicated line for Twinkie®
product form
At any given time, 15K Twinkies are in the
oven and 35K are cooling for a total of 50K
Twinkies in the Autobake system
Original | Chocolate | Banana
1,123 Avg. pieces produced per minute
PRODUCTION LINE STATS
KEY INVESTMENTS
• Our first Autobake line, installed in July 2014, consolidated Twinkie
production across the business for production, capital efficiency and
quality benefits
• Fully automated packing line taking ~10 employees to operate vs. a
standard line with ~38 employees
Twinkie Seasonal Varieties
• Strawberry Twinkies
• Red White & Blue Twinkie
• Cotton Candy Twinkie
• Pumpkin Spice Twinkie
• Peppermint Twinkie
Batch Size (Batter) 2,000 lbs.
• High level of new item activity as every seasonal LTO offering has at least
one Cupcake flavor.
1,038
Chocolate | Golden | Orange
Avg. pieces produced per minute
KEY INVESTMENTS
• Two phased investment for Cupcake automation to deliver cost savings.
• Phase I: Automated carton packing, case packing, palletizing
(Completed – September 2016)
• Phase II: Automated wrapper loading (Install Q4, 2017)
PRODUCTION LINE STATS
Cupcake
Seasonal
Varieties
• Dark Chocolate Raspberry
• Baseball
• Strawberry
• Shamrock (mint)
• Star Spangled
• Scary Cakes
• Caramel Apple
• Holiday
Batch Size (Batter) 1,500 lbs.
DISTRIBUTION & TRANSPORTATION CAPABILITIES
• Distribution Locations
• Fresh -- Shorewood, IL
• Frozen --Carthage, MO
• Frozen ISB – Worcester & Westfield, MA
• Direct ship capabilities from bakeries and co-manufacturers
• 100% common carrier utilization---no corporate-owned assets
• Flexible and Scalable Mode Optimization:
• Full Truck Load, Intermodal (Rail), Less than Truck Load,
Consolidation, Multi-Stop, Sailing Schedules, and Parcel
• Dry, Temp-Controlled, and Frozen
• International and Domestic Capabilities
• 98.5% customer fill-rate KPI/benchmark
PRODUCT DISPLAY CAPABILITIES
• Built in Shorewood, IL
distribution center
• Displays built and shipped
with customers regular order
INVENTORY MANAGEMENT CAPABILITIES
• 65 days of shelf-life with 45 days minimum shelf-life guarantee to customer
(20 days)
• Product averages 12 – 14 days within Hostess supply chain
• Finished goods inventory (fresh & frozen) turns more than 2-3 times per
month