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Hostess Brands, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Hostess Brands, Inc. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2017 Hostess Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37540 47-4168492 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1 East Armour Boulevard, Kansas City, Missouri 64111 (Address of principal executive offices) (Zip Code) (816) 701-4600 (Registrant’s telephone number, including area code) Not applicable (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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☑ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. Item 2.02 Results of Operations and Financial Condition. On May 9, 2017, Hostess Brands, Inc. issued a press release announcing financial results for the first quarter ended March 31, 2017, a copy of which is attached as Exhibit 99.1. The information in this Item 2.02 and the Exhibit attached hereto 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. Exhibits Exhibit No. Description of Exhibits 99.1 Press Release dated May 9, 2017 announcing financial results for the first quarter ended March 31, 2017. 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: May 9, 2017 By: /s/ Thomas Peterson Name: Thomas Peterson Title: Executive Vice President, Chief Financial Officer Exhibit List Exhibit No. Description of Exhibits 99.1 Press Release dated May 9, 2017 announcing financial results for the first quarter and three months ended March 31, 2017. Hostess Brands, Inc. Announces First Quarter 2017 Financial Results First Quarter 2017 Net Revenue Increased 15.2% to $184.5 million from Pro Forma First Quarter 2016 Company Reaffirms Full Year 2017 Outlook KANSAS CITY, Mo., May 9, 2017 - Hostess Brands, Inc. (NASDAQ: TWNK, TWNKW) (the “Company”), a leading manufacturer and marketer in the United States of sweet baked goods, including Hostess®, Twinkies®, Ding Dongs®, Ho Hos®, Donettes® and a variety of other new and classic treats, today reported financial results for the first quarter ended March 31, 2017. Hostess® is the second leading brand by market share within the Sweet Baked Goods ("SBG") category. For the 52-week period ended March 25, 2017 the Company's market share was 17% per Nielsen’s U.S. SBG category data. The Company has a #1 leading market position within the two largest SBG Segments: Donut Segment and Snack Cake Segment, and have a #2 leading market position in total Sweet Baked Goods, according to Nielsen U.S. total universe for the 52 weeks ended March 25, 2017. The Donut and Snack Cake Segments together account for 49% of the Sweet Baked Goods category's total dollar sales. The Company's results include those of Superior Cake Products, Inc. ("Superior"), which was acquired by the Company on May 10, 2016. Through Superior, the Company competes in the in-store bakery section of retailers. On November 4, 2016, the Company completed the acquisition of a controlling interest in Hostess Holdings, L.P. ("Hostess Holdings") and changed its name from Gores Holdings, Inc. to Hostess Brands, Inc. (the "Business Combination"). As a result, the Company's consolidated financial results are presented: (i) as of March 31, 2017 and December 31, 2016 (Successor); (ii) for the three months ended March 31, 2017 (Successor); and (iii) for the three months ended March 31, 2016 (Predecessor). The Company has also presented supplemental unaudited pro forma financial information for the three months ended March 31, 2016, giving effect to the Business Combination as if it had occurred on January 1, 2016. All references in this press release to results for the quarter ended March 31, 2016, refer to such unaudited pro forma results. The Company believes this pro forma information provides helpful supplemental information with respect to the performance of the Hostess business during this period. The Company also has supplemented its discussion with a presentation of adjusted EBITDA, a non-GAAP financial measure. Please refer to the schedules in this press release for explanations and reconciliations of this and other non-GAAP financial measures. First Quarter 2017 Financial Highlights • Net revenue for the first quarter 2017 increased 15.2%, or $24.3 million from pro forma first quarter of 2016 (net revenue increased 9.1%, excluding revenue from the Company's In-Store Bakery segment) • Net income for the first quarter 2017 was $24.2 million, an increase of $11.9 million, compared to $12.3 million for the pro forma first quarter of 2016 • EPS on a fully diluted basis was $0.15 per share • Adjusted EBITDA increased 13.3%, or $6.4 million, to $54.5 million for the first quarter of 2017 from $48.1 million for the pro forma first quarter of 2016 “We are pleased with our strong start to the year and continued ability to gain market share,” commented Bill Toler, President and Chief Executive Officer of the Company. “Our 2017 new product initiatives and our holiday and seasonal programs provided solid growth in the first quarter and we are optimistic about their potential for the year." 1 First Quarter 2017 Financial Results Net revenue was $184.5 million for the first quarter of 2017, an increase of $24.3 million, or 15.2%, compared to pro forma net revenue of $160.2 million for the first quarter of 2016. The increase was primarily due to $9.7 million of revenue from In-Store Bakery; the initial launch of the Company's 2017 new product initiatives, including Chocolate Cake Twinkies®, Golden Cupcakes, and White Fudge Ding Dongs®, among others; continued growth from the Company's 2016 new product initiatives; and increased distribution. Gross profit was $79.3 million for the first quarter of 2017, an increase of $9.2 million, or 13.2%, compared to pro forma gross profit of $70.1 million for the first quarter of 2016, driven by the increase in revenue. Gross margin was 43.0% for the first quarter of 2017, compared to 43.7% for the pro forma first quarter of 2016. The decrease in gross margin was primarily due to a shift in product mix to include the Company's In-Store Bakery segment. Advertising, selling, general and administrative (“SG&A”) expenses were $28.6 million for the first quarter of 2017, or 15.5% of net revenue, compared to $23.6 million, or 14.7% of net revenue, for the pro forma first quarter of 2016. This increase was primarily attributable to increased professional service expenses, the addition of Superior's operations, increased non-cash share based compensation and increased brokerage costs. The effective tax rate was 29.2% for the first quarter of 2017, giving effect to the non-controlling interest which represents an ownership interest in a partnership for income tax purposes. The pro forma first quarter 2016 effective tax rate was 28.5%. The increase in the effective tax rate is attributed to the acquisition of Superior. Net income was $24.2 million, or $0.15 per share, for the first quarter of 2017, compared to net income of $12.3 million, or $0.08 per share, for the pro forma first quarter of 2016. The increase in net income was primarily attributed to revenue and gross profit growth. Other factors causing the increase in net income included the $7.3 million impairment loss recognized during the first quarter of 2016 and a decrease in first quarter 2017 interest expense. Net income of $15.8 million was allocated to Class A common stockholders for the first quarter of 2017, while the remaining $8.4 million was allocated to the non- controlling interest. Adjusted EBITDA was $54.5 million for the first quarter of 2017, an increase of $6.4 million, or 13.3%, compared to adjusted EBITDA of $48.1 million for the pro forma first quarter of 2016. As a percentage of net revenue, adjusted EBITDA was 29.5% for the first quarter of 2017, compared to 30.0% in the same period last year.
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