Market Overview

Hostess Brands, Inc. Announces Second Quarter 2018 Financial Results

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Hostess Brands, Inc. (NASDAQ:TWNK, TWNKW)) ("Hostess" or the "Company"),
today reported its financial results for the second quarter ended June
30, 20181.

Business Highlights:

  • Second quarter net revenue increased $12.7 million, or 6.2%, resulting
    from the $20.8 million of net revenue provided by the operations of
    the Chicago bakery, which the Company acquired in February 2018.
  • Hostess® branded point of sale increased 2.4% for the 13-week period
    ended June 30, 2018. Point of sale for the top seven sub-brands
    increased 4.4%. These sub-brands represent 66.1% of the Company's net
    revenue.
  • The Hostess® brand's market share for the 13-week period ended June
    30, 2018 was 17.5%, up 42 basis points.
  • Net income was $24.6 million compared to $28.2 million. Diluted EPS
    was $0.18 per share consistent with prior year.
  • Adjusted EPS was $0.14 per share compared to $0.17 per share.
  • Adjusted EBITDA was $47.6 million, or 22.1% of net revenue, compared
    to $63.2 million or 31.1% of net revenue.
  • Cash and cash equivalents were $115.3 million as of June 30, 2018 with
    a leverage ratio of 4.22x, both driven by year to date operating cash
    flows of $81.2 million compared to $66.2 million for the first half of
    2017.
  • The Company expects continued growth above the Sweet Baked Goods
    ("SBG") category average in 2018. The updated full year adjusted
    EBITDA outlook has been reduced to $190 million to $200 million.

"During the second quarter I was pleased to continue to see overall
point of sale and market share growth ahead of the SBG category giving
us confidence in our growth potential moving forward. The overall growth
was reduced by meaningful and larger than anticipated reductions in both
promotional support and associated retail inventory from one of our
largest retail partners. Additionally, the escalating inflationary
pressures, including transportation and other supply chain costs, were
more pronounced than we anticipated. The recently acquired Chicago
bakery added significant revenue at negative margins as we continue to
transform the bakery, further reducing our overall margins in the second
quarter," commented Andy Callahan, President and Chief Executive Officer
of Hostess.

"We expect sequential improvement to our margins in the second half of
2018 and as we progress into 2019, anchoring our overall growth thesis.
This includes a disciplined approach to strategically align our pricing
and merchandising structure, recapture display volume and ensure the
efficient alignment of our distribution and manufacturing network to
support our growth. Additionally, as we complete the transformation of
our Chicago bakery, we believe it will be a platform to profitably
expand our presence in the Breakfast sub-category. We are confident that
the fundamental strength of the Hostess® brand along with the results of
these efforts will continue to create value for stockholders," commented
Andy Callahan.

Second Quarter 2018

Net revenue was $215.8 million, an increase of 6.2%, or $12.7 million,
compared to $203.2 million. The Chicago bakery, which the Company
acquired in the first quarter of 2018 to expand its breakfast product
portfolio and manufacturing capabilities, contributed $20.8 million of
net revenue, which was partially offset by reduced Hostess® branded
display volume and corresponding retail inventory reduction at one of
the Company's largest retail partners. The Company continued to gain
market share in the SBG category with strong growth in sub-brands
including Donettes® and Hostess Bakery Petites®. The company gained 42
basis points of market share through strong performance in the
convenience, food and club channels which contributed to overall point
of sale growth of 2.4% for the Hostess® brand ahead of the total SBG
category.

1 This press release contains certain non-GAAP financial
measures, including adjusted earnings per share ("EPS") and adjusted
EBITDA. 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 are to the second
quarter of 2017. All measures of market performance contained in this
press release, including point of sale and market share, are specific to
Hostess® branded products within the SBG category and do not include
other brands or products sold outside of the SBG category.

Gross profit was $66.9 million, or 31.0% of net revenue, compared to
$88.4 million, or 43.5% of net revenue. The decline was primarily
attributed to a combination of the shift in mix of revenue to include
Chicago non-Hostess branded products, which are currently unprofitable,
and the continued efforts to transform the recently acquired Chicago
bakery which collectively resulted in 709 basis points lower margin.
Over the short term, the Company continues to invest in converting the
operations and processes to be more streamlined and efficient. The
Company believes this investment will provide the infrastructure
necessary to deliver profitable growth in the breakfast subcategory.
Also contributing to the lower gross profit this quarter were higher
transportation costs and other inflationary pressures, which resulted in
a 447 basis point decrease in gross margin and lower overhead absorption
due to decreased production volume.

Advertising, selling, general and administrative ("SG&A") expenses were
$27.9 million, or 12.9% of net revenue, compared to $32.6 million, or
16.0% of net revenue. The decrease was attributed primarily to lower
expenses related to corporate incentives.

The decrease in the Company's effective tax rate from 28.6% to 0.8% was
primarily attributed to a discrete tax benefit of $5.0 million resulting
from a change in the Company's estimated state tax rate based upon
adjustments to the Company's state apportionment factors. The lower
federal statutory rate enacted by the legislation commonly referred to
as the Tax Cuts and Jobs Act ("Tax Reform") also impacted the effective
tax rate for the quarter.

Net income was $24.6 million, compared to net income of $28.2 million.
Net income attributed to Class A stockholders was $19.3 million, or
$0.18 per diluted share, compared to $18.8 million, or $0.18 per diluted
share.

Adjusted EPS was $0.14, compared to $0.17 per share. Adjusted EBITDA was
$47.6 million, or 22.1% of net revenue, compared to adjusted EBITDA of
$63.2 million, or 31.1% of net revenue. The decreases in adjusted EPS
and adjusted EBITDA were primarily attributable to higher costs as a
result of the integration of the Chicago bakery and higher
transportation costs and other inflationary pressures. Reduced Hostess®
branded display volume also negatively impacted adjusted EBITDA. See
"Reconciliation of Non-GAAP Financial Measures" in the schedules to this
press release.

Cash from operations for the first half of the year was $81.2 million
compared to $67.8 million for the first half of 2017. The increase was
primarily attributed to the timing of vendor payments and customer
receipts as well as lower income tax payments.

Sweet Baked Goods Segment: Net revenue was $204.2 million,
an increase of $12.5 million, or 6.5%, compared to $191.7 million. The
revenue increase driven by the addition of the Chicago bakery was
partially offset by reduced Hostess® branded display volume and
corresponding retail inventory reduction at one of the Company's largest
retail partners.

Gross profit was $64.4 million, or 31.5% of net revenue, compared to
$85.5 million, or 44.6% of net revenue. The decline was primarily
attributed to the addition of currently unprofitable products and higher
costs as a result of the integration of the Chicago bakery and higher
transportation costs and other inflationary pressures.

In-Store Bakery Segment: Net revenue was $11.6 million, an
increase of $0.1 million, or 1.1%, compared to net revenue of $11.5
million. Gross profit was $2.5 million, or 21.5% of net revenue,
compared to gross profit of $3.0 million, or 25.8% of net revenue. The
decrease in gross margin was primarily attributable to a shift in
product and channel mix and higher transportation costs.

Outlook

Due to expected headwinds in the second half of 2018 from reduced
promotional support from one of its largest retail partners and
inflationary pressures, the Company has reduced its full year guidance
for 2018 adjusted EPS to $0.52 to $0.58 from the prior guidance of $0.65
to $0.70 and now expects adjusted EBITDA of $190 million to $200 million
compared to prior guidance of $220 million to $230 million. See the
schedules in this press release for additional guidance and a
reconciliation of anticipated 2018 adjusted EBITDA to anticipated net
income of $73 million to $81 million for 2018.

Conference Call and Webcast

The Company will host a conference call and webcast today, August 7,
2018 at 4:30 p.m. EDT 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 Tuesday, August 21, 2018, by dialing 844-512-2921 from
the U.S., or 412-317-6671 from international locations, and entering
confirmation code 13681719. There will also be a simultaneous, live
webcast 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® is the second leading brand by market share within the SBG
category. For the 13-week period ended June 30, 2018, the Company's
market share was 17.5% 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, according to Nielsen U.S. Total
Universe for the 13-week period ended June 30, 2018. The Donut and Snack
Cake Segments together account for 47.1% of the SBG category's total
dollar sales.

The brand's history dates back to 1919, when the Hostess® CupCake was
introduced to the public, followed by Twinkies® in 1930. Today, the
Company produces a variety of new and classic treats including Ding
Dongs®, Ho Hos®, Donettes®, Hostess Bakery Petites® and Fruit Pies, in
addition to Twinkies® and CupCakes.

The Company has two reportable segments: SBG and In-Store Bakery. The
SBG segment consists of sweet baked goods that are sold under the
Hostess® and Dolly Madison® brands, Hostess® branded bread and buns and
frozen retail products. The operations attributed to the Chicago Bakery
including the Cloverhill® and Big Texas® brands are also included in the
SBG segment. The In-Store Bakery segment consists of Superior® and
Hostess® branded products sold through the in-store bakery section of
grocery and club stores. Prior to the fourth quarter of 2017, the
Company had two operating segments: SBG and Other. The analysis above
reflects the new segment presentation for both the current and
comparative periods.

For more information about Hostess products and Hostess Brands, please
visit hostesscakes.com. Follow Hostess on Twitter: @Hostess_Snacks; on
Facebook: facebook.com/Hostess; on Instagram: Hostess_Snacks; and on
Pinterest: pinterest.com/hostesscakes.

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 anticipate 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 drive revenue growth in key products
or add products that are faster-growing and more profitable; volatility
in commodity, energy, and other input prices; dependence on major
customers; geographic focus could make the Company 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 the workforce
belongs to unions and strikes or work stoppages could cause the business
to suffer; product liability claims, product recalls, or regulatory
enforcement actions; unanticipated business disruptions; dependence on
third parties for significant services; insurance may not provide
adequate levels of coverage against claims; failures, unavailability, or
disruptions of the Company's information technology systems; the
Company's ability to achieve expected synergies and benefits and
performance from the Company's strategic acquisitions; dependence on key
personnel or a highly skilled and diverse workforce; and 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 2017 and its
subsequent Securities and Exchange Commission filings. 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.

HOSTESS BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

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

 
June 30,     December 31,
ASSETS 2018 2017
 
Current assets:
Cash and cash equivalents $ 115,272 $ 135,701
Accounts receivable, net 110,470 101,012
Inventories 38,191 34,345
Prepaids and other current assets 11,276   7,970
Total current assets 275,209 279,028
Property and equipment, net 199,839 174,121
Intangible assets, net 1,911,099 1,923,088
Goodwill 578,345 579,446
Other assets, net 18,137   10,592
Total assets $ 2,982,629   $ 2,966,275
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Long-term debt and capital lease obligation payable within one year $ 11,268 $ 11,268
Tax receivable agreement payments payable within one year 700 14,200
Accounts payable 70,858 49,992
Customer trade allowances 42,012 40,511
Accrued expenses and other current liabilities 10,810   11,880
Total current liabilities 135,648 127,851
Long-term debt and capital lease obligation 982,328 987,920
Tax receivable agreement 68,584 110,160
Deferred tax liability 272,966   267,771
Total liabilities 1,459,526 1,493,702
Class A common stock, $0.0001 par value, 200,000,000 shares
authorized, 99,919,503 and 99,791,245 shares issued and outstanding
at June 30, 2018 and December 31, 2017, respectively
10 10
Class B common stock, $0.0001 par value, 50,000,000 shares
authorized, 30,255,184 and 30,319,564 shares issued and outstanding
at June 30, 2018 and December 31, 2017, respectively
3 3
Additional paid in capital 923,502 920,723
Accumulated other comprehensive income 4,177 1,318
Retained earnings 251,593   208,279
Stockholders' equity 1,179,285 1,130,333
Non-controlling interest 343,818   342,240
Total liabilities and stockholders' equity $ 2,982,629   $ 2,966,275

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

 
Three Months Ended   Six Months Ended
June 30,
2018
    June 30,
2017
June 30,
2018
    June 30,
2017
 
Net revenue $ 215,849 $ 203,178 $ 424,592 $ 387,716
Cost of goods sold 148,992   114,734   286,494     219,976
Gross profit 66,857   88,444   138,098     167,740
 
Operating costs and expenses:
Advertising and marketing 8,938 8,111 17,808 15,433
Selling expense 7,751 8,700 15,139 16,812
General and administrative 11,185 15,739 25,746 28,921
Amortization of customer relationships 5,994 5,994 11,989 11,867
Tax receivable agreement liability remeasurement (1,752 ) (1,752 )
Impairment of property and equipment 1,417
Related party expenses 92 108 184 192
Business combination transaction costs     47    
Total operating costs and expenses 32,208   38,652   70,578     73,225
Operating income 34,649 49,792 67,520 94,515
Other expense (income):
Interest expense, net 9,749 10,035 19,089 19,865
Gain on buyout of tax receivable agreement (12,372 )
Other expense 86   239   169     953
Total other expense 9,835   10,274   6,886     20,818
Income before income taxes 24,814 39,518 60,634 73,697
Income tax expense 194   11,311   6,712     21,291
Net income 24,620 28,207 53,922 52,406
Less: Net income attributable to the non-controlling interest 5,337   9,377   10,799     17,744
Net income attributable to Class A stockholders $ 19,283   $ 18,830   $ 43,123     $ 34,662
Earnings per Class A share:
Basic $ 0.19 $ 0.19 $ 0.43 $ 0.35
Diluted $ 0.18 $ 0.18 $ 0.41 $ 0.33
Weighted-average Class A shares outstanding:
Basic 99,939,642 98,943,690 99,916,161 98,600,075
Diluted 104,773,094 107,184,341 104,911,474 106,004,898

Results of Operations by Segment

   
 
Three Months Ended Six Months Ended

(In thousands)

June 30,

2018

    June 30,

2017

June 30,

2018

    June 30,

2017

Net Revenue
Sweet baked goods $ 204,237 $ 191,695 $ 403,529 $ 366,488
In-Store Bakery 11,612   11,483   21,063   21,228
$ 215,849   $ 203,178   $ 424,592   $ 387,716
Gross Profit
Sweet baked goods $ 64,359 $ 85,486 $ 133,797 $ 162,268
In-Store Bakery 2,498   2,958   4,301   5,472
$ 66,857   $ 88,444   $ 138,098   $ 167,740

HOSTESS BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

 
    Six Months Ended
June 30,
2018
    June 30,
2017
 
Operating activities
Net income $ 53,922 $ 52,406
Depreciation and amortization 20,648 18,854
Impairment of property and equipment 1,417
Debt premium amortization (541 ) (470 )
Tax receivable agreement remeasurement and gain on buyout (14,124 )
Stock-based compensation 2,721 4,360
Non-cash gain on debt modification (394 )
Gain on sale/abandonment of property and equipment (15 )
Deferred taxes 4,994 12,505
Change in operating assets and liabilities:
Accounts receivable (8,458 ) (10,883 )
Inventories 3,558 (3,353 )
Prepaids and other current assets (1,643 ) (140 )
Accounts payable and accrued expenses 17,187 (6,418 )
Customer trade allowances 1,501   1,327  
Net cash provided by operating activities 81,182   67,779  
 
Investing activities
Purchases of property and equipment (19,836 ) (15,101 )
Acquisition of business (23,910 )
Proceeds from sale of assets 54
Acquisition and development of software assets (1,591 ) (859 )
Net cash used in investing activities (45,337 ) (15,906 )
Financing activities
Repayments of long-term debt and capital lease obligation (5,051 ) (2,570 )
Debt fees (1,017 )
Distributions to non-controlling interest (9,463 ) (8,918 )
Tax payments related to issuance of shares to employees (407 )
Payments on tax receivable agreement (41,353 )
Proceeds from the exercise of warrants   1  
Net cash used in financing activities (56,274 ) (12,504 )
Net increase in cash and cash equivalents (20,429 ) 39,369
Cash and cash equivalents at beginning of period 135,701   26,855  
Cash and cash equivalents at end of period $ 115,272   $ 66,224  
 
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 20,358 $ 24,958
Taxes paid $ 3,959 $ 9,930
Supplemental disclosure of non-cash investing:
Change in accrued capital expenditures $ 1,388 $ 123

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA and adjusted EPS are non-GAAP financial measures
commonly used in the Company's industry and should not be construed as
an alternative to net income or earnings per share as indicators of
operating performance or as an alternative to cash flow provided by
operating activities as a measure of liquidity (each as determined in
accordance with GAAP). These measures may not be comparable to similarly
titled measures reported by other companies. The Company has included
adjusted EBITDA and adjusted EPS because it believes the measures
provide management and investors with additional information to measure
the Company's performance and liquidity, estimate the Company's value
and evaluate the Company's ability to service debt.

Adjusted EBITDA

The Company defines adjusted EBITDA as net income adjusted to exclude
(i) interest expense, net, (ii) depreciation and amortization, (iii)
income taxes and (iv) as further adjusted to eliminate the impact of
certain items that the Company does not consider indicative of its
ongoing operating performance. These further adjustments are itemized
below. You are encouraged to evaluate these adjustments and the reasons
the Company considers them appropriate for supplemental analysis. In
evaluating adjusted EBITDA, 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 Company's presentation of adjusted
EBITDA should not be construed as an inference that its future results
will be unaffected by unusual or non-recurring items.

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, the tax receivable
    agreement or distributions to the non-controlling interest to
    reimburse its tax liability.

Adjusted EPS

Net income attributed to Class A stockholders is adjusted to exclude
certain items that affect comparability, then divided by weighted
average diluted Class A shares outstanding to determine adjusted EPS.
The adjustments are itemized below. You are encouraged to evaluate these
adjustments and the reasons the Company considers them appropriate for
supplemental analysis. In evaluating adjusted EPS, 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 adjusted EPS should not be construed as an inference that future
results will be unaffected by unusual or recurring items.

Reconciliation of Adjusted EBITDA
(Unaudited)
 
Three Months Ended   Six Months Ended
(In thousands) June 30,

2018

    June 30,

2017

June 30,

2018

    June 30,

2017

 
Net income $ 24,620 $ 28,207 $ 53,922 $ 52,406
Non-GAAP adjustments:
Income tax provision 194 11,311 6,712 21,291
Interest expense, net 9,749 10,035 19,089 19,865
Depreciation and amortization 10,557 9,588 20,648 18,854
Share-based compensation 1,098 3,839 2,721 4,360
Tax Receivable Agreement remeasurement and gain on buyout (1,752 ) (14,124 )
Impairment of property and equipment 1,417
Tax Reform bonuses 602 1,585
Chicago bakery acquisition and integration costs 1,817 1,864
Other i. 712   239   796   953
Adjusted EBITDA $ 47,597   $ 63,219   $ 94,630   $ 117,729

i. For the three and six months ended June 30, 2018, other expenses
included transaction and other non-operating professional fees. For the
three and six months ended June 30, 2017, other expense primarily
included professional fees incurred related to the secondary public
offering of common stock and the registration of certain privately held
warrants offset by a gain recognized related to the modification of
long-term debt.

Reconciliation of Adjusted EPS

(unaudited)

 
    Three Months Ended   Six Months Ended
(In thousands except share and per share data) June 30,

2018

  June 30,

2017

June 30,

2018

  June 30,

2017

 
Net income attributed to Class A stockholders $ 19,283 $ 18,830 $ 43,123 $ 34,662
Non-GAAP adjustments:
Tax Receivable Agreement remeasurement and gain on buyout (1,752 ) (14,124 )
Remeasurement of deferred taxes (4,995 ) (4,995 )
Impairment of property and equipment 1,417
Tax Reform bonuses 602 1,585
Chicago bakery acquisition and integration costs 1,817 1,864
Gain on debt modification (174 ) (174 )
Tax impact of adjustments (57 ) 51 1,064 51
Non-controlling interest allocation of adjustments (562 ) 41   (1,131 ) 41  
Numerator $ 14,336   $ 18,748   $ 28,803   $ 34,580  
Weighted average Class A shares outstanding-diluted 104,773,094   107,184,341   104,911,474   106,004,898  
Adjusted EPS $ 0.14   $ 0.17   $ 0.27   $ 0.33  

Reconciliation of Adjusted EBITDA-Guidance for the year ended
December 31, 2018

Reconciliation of 2018 adjusted EBITDA guidance to net income presents
inherent difficulty in forecasting certain amounts that are necessary
for a full reconciliation to net income. The Company's outlook for 2018
adjusted EBITDA is based on the same methodology used to present
adjusted EBITDA for completed periods. However, the amounts, if any, of
the non-recurring items that are excluded from adjusted EBITDA are
highly uncertain and incapable of estimation, and have not been included
in the table below. Such non-recurring items may include non-cash
expenses for earn out liabilities, the impact to net income resulting
from Tax Receivable Agreement transactions, and/or other items. As such
items are excluded from adjusted EBITDA, the occurrence and magnitude
thereof, while impacting net income and the reconciliation of adjusted
EBITDA to net income, would have no impact on adjusted EBITDA for 2018.
In addition, the below reconciliation assumes that the overall capital
structure of the Company and effective income tax rates are consistent
with the structure at June 30, 2018. Changes to these assumptions could
significantly impact net income for 2018, and accordingly, the
reconciliation of adjusted EBITDA to net income, but not adjusted
EBITDA itself. For additional information regarding adjusted EBITDA,
refer to the related explanations presented above under "Reconciliation
of Adjusted EBITDA".

2018 Guidance Adjusted EBITDA Reconciliation (Unaudited)
 
  Estimated
Year Ended
December 31, 2018
Amounts in millions, except shares and per share data
Net income attributed to common stockholders $ 52 - $57
Net income attributed to the non-controlling interest   21 - 24
Net income 73 - 81
 
Non-GAAP adjustments:
Income tax provision 19 - 21
Interest expense, net 40 - 40
Depreciation and amortization 42 - 42
Share-based compensation 8 - 8
Other expenses   8 - 8
Adjusted EBITDA $ 190 - $200
Other 2018 Guidance
 
  Estimated
Year Ended
December 31, 2018
Earnings per Class A share:
Basic $ 0.52 - $0.57
Diluted $ 0.49 - $0.55
Adjusted $ 0.52 - $0.58
Weighted-average shares outstanding:
Basic 99,922,979
Diluted 105,073,977
 
Cash provided by operations $ 145 - $150
 
Net increase in cash and cash equivalents $ 5 - $10
 
Capital expenditures $ 50 - $60
 
Leverage ratio

 

4.20x - 4.45x

Expected effective tax rate giving effect to the non-controlling
interest
20% - 21%
Expected statutory corporate federal and state income tax rate
applied to income attributed to Class A stockholders
27% - 28%
Payments related to the Company's current federal and state income
tax liabilities
$ 4 - $5
Distributions to holders of the non-controlling interest to cover
income tax payments
$ 11 - $12
2018 payments to the selling equity holders of Hostess Holdings
related to 2017 activity under the terms of the tax receivable
agreement
$ 8 - $9

Reconciliation of Adjusted EBITDA

For the Trailing Twelve Months Ended June 30, 2018

(Unaudited)

 
Year Ended
December 31,
2017
 

Less: Six
Months Ended
June 30,
2017

 

Plus: Six
Months Ended
June 30,
2018

  Twelve Months Ended
June 30,
2018
Net income $ 258,108 $ (52,406 )   $ 53,922 $ 259,624
Plus non-GAAP adjustments:
Income tax provision (benefit) (67,204 ) (21,291 ) 6,712 (81,783 )
Interest expense, net 39,174 (19,865 ) 19,089 38,398
Depreciation and amortization 38,170 (18,854 ) 20,648 39,964
Share-based compensation 7,413 (4,360 ) 2,721 5,774
Tax receivable agreement remeasurement and gain on buyout (50,222 ) (14,124 ) (64,346 )
Chicago bakery acquisition and integration costs 1,864 1,864
Loss on debt modification 2,554 2,554
Impairment of property and equipment 1,003 1,417 2,420
Tax Reform bonuses 1,585 1,585
Other expense 1,216   (953 )   796   1,059  
Adjusted EBITDA $ 230,212   $ (117,729 )   $ 94,630   $ 207,113  

Leverage Ratio

(Unaudited)

 
Twelve

Months Ended

June 30, 2018

(in thousands)

 

Estimated Year
Ended December 31,
2018
(in
millions)

Long-term debt and capital lease obligations, including current
maturities
$ 993,596 $ 988 - $988
Less: capital lease obligation (487 ) -
Less: Unamortized debt premium and issuance costs (4,315 )   (4) - (4)
Term loan debt 988,794 984 - 984
Less: cash and cash equivalents (115,272 )   (140) - (145)
Net term loan debt $ 873,522   $ 844 - $839
Adjusted EBITDA $ 207,113   $ 190 - $200
 
Leverage ratio 4.22     4.45 - 4.20

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