Gateway Investor Conference September 2019 Disclaimer FORWARD - - PowerPoint PPT Presentation

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Gateway Investor Conference September 2019 Disclaimer FORWARD - - PowerPoint PPT Presentation

Gateway Investor Conference September 2019 Disclaimer FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by


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September 2019

Gateway Investor Conference

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FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause these differences include, but are not limited to, the factors set forth in “Risk Factors” included in TPB’s annual report on Form 10-K and other reports filed with the Securities and Exchange Commission from time to time. Any forward-looking statement made by TPB in this presentation speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict these events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. This presentation includes industry and market data derived from internal analyses based upon publicly available data or proprietary research and analysis, surveys or studies conducted by third parties and industry and general publications, including those by the Management Science Associates, Inc. (“MSAi”) and Nielsen Holdings, N.V. (“Nielsen”). Third-party industry and general publications, research, surveys and studies generally state that the information contained therein has been obtained from sources believed to be reliable. Although there can be no assurance as to the accuracy or completeness of the included information, we believe that this information is reliable. While we believe our internal analyses are reliable, they have not been verified by any independent sources. Any such data and analysis involve risks and uncertainties and are subject to change based on various factors, including those set forth in “Risk Factors” included in TPB’s annual report on Form 10-K and other reports filed with the Securities and Exchange Commission from time to time. NON-GAAP RECONCILIATION This presentation includes certain non-U.S. generally accepted accounting principles (“GAAP") financial measures, including EBITDA, Adjusted EBITDA and Net Debt. Such non-GAAP financial measures are not in accordance with, or an alternative to, financial measures prepared in accordance with GAAP. Please refer to the Appendix of this presentation for a reconciliation of EBITDA and Adjusted EBITDA to net income and Net Debt to Debt. To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA and Net Debt. We believe EBITDA and Adjusted EBITDA provide useful information to management and investors regarding certain financial and business trends relating to financial condition and results of operations. Adjusted EBITDA and Net Debt are used by management to compare performance to that of prior periods for trend analyses and planning purposes and is presented to our board of directors. We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance. Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA exclude significant expenses that are required by U.S. GAAP to be recorded in our financial statements and is subject to inherent limitations. In addition, other companies in our industry may calculate these non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure.

Disclaimer

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  • TPB does not sell cigarettes
  • Organizer of small / mid-sized company lobbying teams
  • Regulatory changes likely to cause significant disruption among smaller companies
  • Management team of QA, R&D, legal and scientific professionals applicable to CBD and other adult consumption alternative markets

Lawrence Wexler

President & CEO

Graham Purdy

President, New Ventures Division

MANAGEMENT HAS COMBINED 100+ YEARS OF EXPERIENCE NAVIGATING FEDERAL, STATE AND LOCAL REGULATIONS

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Experienced Leadership Team

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$5.0 $23.7 2019 2023 $8.7 $20.5 2019 2025

E-Vapor Market Opportunity CBD Market Opportunity (4)

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Leading Provider of Other Tobacco Products (“OTP”) & Alternatives

SMOKELESS PRODUCTS Loose Leaf Chewing Tobacco (#2 Brand) and Moist Snuff (MST) SMOKING PRODUCTS Premium Rolling Papers (#1 in the U.S. and Canada (1)) and MYO Cigar Wraps (75% Market Share) NEWGEN CBD Wellness Products, E-Cigarettes, E-Liquids, Proprietary Pod-Based Vapor System

KEY PRODUCT CATEGORIES ROBUST GROWTH TRAJECTORY IN NEWGEN MARKETS

($ in billions)

SALES BY SEGMENT (5)

1H 2019 Sales of $185.0 million 1H 2018 Sales of $155.0 million

(2) (3) (1) Based on management estimates. (2) Source: Cowen research. Estimated market size for the U.S. in 2019. (3) Source: Grand View Research. Estimated market size for North America in 2025. (4) Source: Brightfield 2019 U.S. CBD Market Report. Estimated market size for the U.S. in 2019 and 2023. (5) Percentages may not add up to 100% due to rounding.

29.1% 36.3% 34.5%

Smokeless Smoking NewGen

26.3% 27.5% 46.2%

Smokeless Smoking NewGen

Growth 136% Growth 374%

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We Are a Brand Company Dedicated to Developing Iconic Brands That Satisfy Adult Consumers

BROAD PORTFOLIO OF COMPELLING OTP AND ALTERNATIVES BRANDS

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History of Successful Acquisition and Strategic Investment

TARGET DATE DEAL VALUE DETAILS

  • Jul. 2019

$3.0 million Strategic investment in Canadian cannabis and accessories distributor

  • Jul. 2019

$15.3 million Acquisition of leading alternatives brand company. Opens Nu-X HQ in Los Angeles

  • Nov. 2018

$2.0 million Strategic investment focused on hemp processing and high-end markets

  • Sept. 2018

$24.0 million Operates large B2C e-commerce platform with approximately 1.4 million customers April 2018 $4.8 million Leader of the Oklahoma vape shop market June 2017 $4.1 million Manufacturer and marketer of proprietary vaping liquids in stores and online

  • Nov. 2016

$27.0 million Top B2B e-Commerce site servicing 4,000+ vape shops

  • Nov. 2016

$2.5 million Portfolio of four chewing tobacco brands with 2% market share

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Smokeless: Market Leader with Long-Term Organic Growth

#2 chew brand CHEW Market leader in tub format with over 50% share MST TUBS 35% year-over-year increase in volume in 2Q 2019 Significant chain launches MST CANS

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Stoker’s Cans: Significant Momentum Through Distribution Network Expansion

Substantial growth driven by National Sales Team headcount increases

SPEEDWAY STOKER’S CAN WEEKLY VOLUME STOKER’S MST STORES SELLING

41k 43k 48k 52k 57k 58k 58k 61k 62k 61k 77k 78k 78k 81k 83k 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17 3Q '17 4Q '17 1Q '18 2Q '18 3Q '18 4Q '18 1Q '19 2Q '19 17k 18k 20k 22k 22k 22k 24k 24k 25k 27k 24k 30k 29k 29k 33k 3/23/19 4/6/19 4/20/19 5/4/19 5/18/19 6/1/19 6/15/19 6/29/19

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Smoking: Iconic Brand with Significant Market Share

NEW PRODUCT LAUNCHES PAPERS WRAPS Market leader in MYO cigar wraps with ~75% share #1 premium paper in the U.S. and Canada Robust new product pipeline going into 2019 and 2020 particularly with cones

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NewGen: Evolving Alternative Products Appeal to Established Vapor Customer Base

  • Nu-X Ventures launched in 2018

– Strives to quickly tap into existing markets for JUUL and CBD with better science and quality – Develops an exciting portfolio of next generation products for the evolving adult consumer

  • Nu-X product development roadmap

– Active Ingredients: Physical and / or psychoactive experience – Functional Ingredients: Generate a wellness benefit – Delivery System: Vehicle used to move active(s) and / or functional(s) into the body

  • Tremendous optionality with combinations and delivery systems

Active Ingredients Delivery System Functional Ingredients

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Nu-X Ventures: Year-to-Date Market Entries

Explores rapidly emerging alternatives markets and to deliver products that promote holistic wellness Proprietary pod-based vapor system NICTECH – NEW TOBACCO FREE NICOTINE TECHNOLOGY CBD – DISTILLATE / ISOLATE / TERPENES

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Robust Nu-X Product Portfolio Pipeline

3Q 4Q 1Q 2Q

RipTide G2 Battery Energy Caffeine / B12 & MultiVitamin Disposables Nu-X 510 Battery & Cartridge Nu-X CBD Disposable CBD Liquid MG Expansion Vape Compatible Nootropics & Wellness Support Tinctures Therapene – Terpene-based Aromatherapy Pod Systems Flower, Pre-Rolls & Hemparettes Retail Concepts for Nu-X AÑA Premium CBD Bud (No THC)

ANTICIPATED 2019 ANTICIPATED 2020

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TRADITIONAL RETAIL STORES

  • 185,000 (1) traditional retail stores, including 15 of the top 25 convenience chains

NON-TRADITIONAL E-COMMERCE PLATFORMS & THIRD-PARTY VAPE SHOPS

  • Invested $60 million to acquire vape companies with strong online presence that collectively

supply thousands of independent vape shops

  • Utilize the online distribution engine to sell and receive feedback on new products such as

CBD, before introducing them to traditional independent and national chain stores

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NewGen Is Poised to Have One of the Largest Go-To-Market Teams in the Industry

90,000

Independent Stores

85,000

National Chain Stores

~75

Owned / Franchise Vape Shops

~1.4 million

Unique Customers (B2C)

~4,000

Vape Shops (B2B)

(1) Includes independent, national and undefined stores.

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Powerful E-Commerce Engine Gives Nu-X a Compelling Advantage

  • We believe Nu-X is in a strong position to utilize the online distribution engine to sell and receive feedback on new products such as CBD,

before introducing them to traditional independent and national chain stores

  • Online B2C platforms such as directvapor.com and vaporfi.com reach approximately 1.4 million customers looking for vaping products – a

customer base that has meaningful overlap with target customers for other Nu-X products such as CBD

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$49.2 $58.0 $62.3 $32.3 $26.6 $16.9 $14.8 $7.6 2016 2017 2018 06/30/19

Adjusted Free Cash Flow Interest Expense, Net

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Capital Efficient Business Model

  • Outsourced manufacturing of all products except

Stoker’s MST , supports our asset light model

  • Free cash flow conversion above 90%
  • Reinvestment of cash flow from the stable, traditional

tobacco business into NewGen product segment creates self-funded growth engine

  • Capital efficiency has enabled investment in sales force

expansion (a proven revenue driver), working capital and infrastructure to support new product launches, accretive acquisitions and strategic investments

  • Issued $172.5 million of convertible debt in August 2019

which reduced secured leverage and providing $110 million warchest for acquisitions

ADJUSTED FREE CASH FLOW AND INTEREST EXPENSE

93.9% 96.6% 96.5%

Adjusted Free Cash Flow Conversion: (2) ($ in millions)

94.0%

(1) Adjusted Free Cash Flow is calculated as Adjusted EBITDA less Capital Expenditures. (2) Adjusted Free Cash Flow Conversion is calculated as (Adjusted EBITDA less Capital Expenditures) / Adjusted EBITDA.

(1)

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FINANCIAL STRENGTH

Strong balance sheet with capital flexibility for acquisitions and working capital investments

REGULATORY STRENGTH

Significant experience navigating federal, state and local regulations for tobacco should translate into alternatives products such as CBD

Bringing It All Together

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SOURCING TEAM

Sourcing teams in China and across North American farm networks give us best-in- class products

SALES FORCE & ROBUST ECOMMERCE ENGINE

Trusted relationships with retail world and eCommerce engine gets products into consumers’ hands

INTEGRATED DISTRIBUTION

Consolidated distribution into Kentucky with integrated systems (1-2 days across the U.S. at low rates)

HANDS-ON MANAGEMENT

Management team is hands on with product development and go-to- market strategies

WORLD CLASS GO-TO-MARKET STRATEGY

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FINANCIAL OVERVIEW

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Robust Sales Driven by Shift in Product Mix to NewGen

SALES BY SEGMENT – 2016 TO 2018

2016 Sales of $206.2 million 2018 Sales of $332.7 million

  • Total sales grew a robust 16.4% year-over-year in 2018 by leveraging the TPB sales funnel with both existing and new brands

– Smokeless sales increased year-over-year in 2018 by $5.5 million to $90.0 million largely due to Stoker’s growth in retail market share – Smoking sales increased year-over-year in 2018 by $1.6 million driven by strong core Zig-Zag sales to $111.5 million despite a $3.0 million decline in lower-priority, low-margin, cigar sales – NewGen sales grew $39.9 million or 43.7% year-over-year to $131.1 million in 2018, with record sales by Vapor Beast; capturing momentum from strategic initiatives and accretive acquisitions

Growth: 61.3%

ANNUAL SALES

($ in millions)

$206.2 $285.8 $332.7 2016 2017 2018 37.8% 53.8% 8.4%

Smokeless Smoking NewGen

27.1% 33.5% 39.4%

Smokeless Smoking NewGen

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Strong Profitability on the Heels of Key NewGen Acquisitions

ANNUAL ADJUSTED EBITDA ANNUAL GROSS PROFIT

48.8% 43.7% 42.9% 25.4% 21.0% 19.4% % Margin:

  • Since 2016, we have invested $60.0 million in our vapor acquisition strategy, including three key acquisitions in 2018 in the NewGen segment
  • In 2018 NewGen gross profit increased by $13.9 million to a record $39.0 million, with gross margin expanding to 29.8% supported by

accelerating high-margin, Nu-X product sales and contribution from IVG’s strong margin profile

  • Shift away from low-margin cigar business

% Margin:

($ in millions) ($ in millions)

Growth: 41.8% Growth: 23.2% $100.5 $125.0 $142.6 2016 2017 2018 $52.4 $60.0 $64.6 2016 2017 2018

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$81.1 $93.3 2Q 2018 2Q 2019 20

Continued Growth in 2Q Sales with Expansion of Nu-X and Legacy Product Sales

2Q 2018 Sales of $81.1 million 2Q 2019 Sales of $93.3 million

SALES BY SEGMENT – 2Q 2018 VS. 2Q 2019 (1) QUARTERLY SALES

  • Sales increased 15.1% year-over-year to $93.3 million in 2Q 2019 supported by growing Stoker’s MST volume and strong customer

acceptance of Nu-X products

  • NewGen sales accounted for 44.8% of total sales in 2Q 2019, an 11.1% increase year-over-year of overall sales with Nu-X sales of $4.3

million (up from $800k in 1Q 2019) driven by RipTide and CBD sales

  • Leveraged IVG’s established B2C marketing platform

($ in millions)

(1) Percentages may not add up to 100% due to rounding.

Growth: 15.1% 30.1% 36.2% 33.7%

Smokeless Smoking NewGen

28.1% 27.2% 44.8%

Smokeless Smoking NewGen

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Profitability Continued in 2Q with High-Margin Nu-X Sales

QUARTERLY ADJUSTED EBITDA

  • As sales growth has continued, gross profit increased 15.1% from 2Q 2018 to $41.2 million in 2Q 2019 while maintaining gross margins
  • Continued investment in the sales funnel while increasing adjusted EBITDA dollars

– Seeing strong initial traction on higher margin Nu-X sales – Adjusted EBITDA increased 6.0% from 2Q 2018 to $18.3 million in 2Q 2019

($ in millions) ($ in millions)

Growth: 15.1% Growth: 6.0% 44.1% 44.1% % Margin:

QUARTERLY GROSS PROFIT

21.2% 19.6% % Margin: $17.2 $18.3 2Q 2018 2Q 2019 $35.8 $41.2 2Q 2018 2Q 2019

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APPENDIX

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Reconciliation of GAAP Net Income to Adjusted EBITDA and Free Cash Flow

($ in millions)

(1) Other includes LIFO adjustment, non-cash pension / postretirement expense (income), foreign exchange hedging, warehouse reorganization, one-time December 2017 tax cuts and Jobs Act bonuses, and IPO related costs.

Year Ended December 31, Three Months Ended Six Months Ended 2016 2017 2018 March 31, 2019 June 30, 2019 June 30, 2019 Net income attributable to Turning Point Brands, Inc. $26.9 $20.2 $25.3 $6.6 $13.2 $19.8 Add: Interest expense, net 26.6 16.9 14.8 3.9 3.7 7.6 Income tax expense (benefit) (12.0) 7.3 6.3 1.8 3.0 4.8 Depreciation expense 1.2 1.6 2.1 0.5 0.6 1.2 Amortization expense 0.1 0.7 1.0 0.4 0.4 0.7 Loss on extinguishment of debt 2.8 6.1 2.4

  • 0.2

0.2 EBITDA 45.6 52.8 51.9 13.1 21.1 34.1 Components of Adjusted EBITDA: Other (1)) 2.4 1.4 1.0 0.4 (0.1) 0.4 Stock options, restricted stock, and incentives expense 0.2 0.7 1.4 0.7 1.2 1.9 Transaction expenses and strategic initiatives 1.6 2.1 4.5 0.9 0.2 1.1 Product line rationalizations

  • 0.6

3.2

  • New product launch costs

2.7 2.4 1.8 0.4 1.3 1.7 Severance charges and organizational development

  • 0.8

0.5 0.2 0.6 Vendor settlement

  • (5.5)

(5.5) Adjusted EBITDA 52.4 60.0 64.6 16.1 18.3 34.4 Less: capital expenditures (3.2) (2.0) (2.3) (0.9) (1.2) (2.1) Adjusted free cash flow 49.2 58.0 62.3 15.2 17.1 32.3