EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2
 
 Gateway ConferenceSeptember 6, 2018   
 

 Disclaimer  FORWARD LOOKING STATEMENTSThis 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 RECONCILIATIONThis 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. 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 are 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.  2 
 

 Leading Other Tobacco Products (OTP) provider (not cigarettes)Broad portfolio of compelling brands in higher margin tobacco productsWell positioned for growing vapor and evolving alternative products through NewGen sales engineCreating leverage as an active consolidator through management, regulatory, purchasing and systems  3 
 

 FOCUS BRANDS DRIVE ORGANIC GROWTH        SMOKELESS  SMOKING  NEWGEN  Among fastest growing MST brands#2 Chew brand  Leading vaping ecommerce sitesDistribution engine for vapor and alternatives  #1 Premium paper in U.S. and Canada#1 MYO Cigar wrap  29%  37%  34%  4  % of LTM (6/18) Net Sales  Source: MSAi 
 

 STOKER’S: LONG-TERM ORGANIC GROWTH  Acquired Stoker’s brand in 2003Stoker’s was the original “big-bag” chew brand, and its brand equity and quality product drove outperformance in a declining marketExpanded a highly-differentiated and proprietary moist snuff tub (equivalent to 10 cans) in 2007, which directly competed with Philip Morris and ReynoldsOwned manufacturing in Dresden, Tennessee that allows the Company to manage costs and keep up with growing demand and preserve proprietary product formulationHit ~70,000 stores in early 2018 with launch of product in 15,000 Dollar General locationsIndustry has had three price increases over the past 18-months which the Company followed; however, TPB continues to price at 25-40% discount to competition  SMOKELESS  Stoker’s MST Effective Share  Source: MSAi  5 
 

 ZIG-ZAG: CONSISTENT SALES WITH TAILWINDS  #1 premium paper in the U.S. and CanadaContinued industry leading share in wraps Developed multiple SKUs for promising Canadian market, as our partner prepares for legalization of recreational cannabis in October 2018Early feedback on U.S. Hemp papers has been very positive  SMOKING  TPB Smoking Segment: Quarterly Reported Sales and Gross Profit  6  $ in millions 
 

   NEWGEN: SALES ENGINE  Acquired VaporBeast in November 2016. One of the leading wholesale distributors reaching 4,500 vape shopsInternational Vapor Group (“IVG”) announced September 6, 2018, is a best in class B2C engine VaporBeast and IVG combined, along with Vapor Shark and Vapor Supply, creates a fully integrated supply chain with scale:  7  Best positioned in the market to navigate complex regulatory environmentPurchasing, logistics and franchise synergiesTop of the fold domain propertiesRetail and franchise subsets allow for better understanding consumer trendsTPB core infrastructure in R&D and product development will drive retail wins  NEWGEN 
 

 Acquired International Vapor Group (“IVG”) for $24 million plus $4.5 million of contingent earnouts. 6/18 LTM Sales of $47.7 million and EBITDA of $4.9 millionIVG comprises a handful of B2C brands that provide adult consumers vaping experiences across proprietary and third-party vapor productsTeam includes leaders in online marketing, product development, IT infrastructure, retail and distribution  NEWGEN: IVG REVIEW  IVG has nine corporate stores and 25 franchisee locationsWill complement seven Vapor Supply corporate stores, seven Vapor Shark corporate stores and 33 Vapor Shark franchisee locationsConsolidated TPB family will be second largest vape brick and mortar retailer in country. Good place to understand consumer dynamics across vaping and other alternatives (on top of troves of data from B2C sites)TPB purchasing team and logistics will drive significant synergiesScale out of leveraging product development and regulatory compliance  8  NEWGEN  IVG LTM (6/18) Sales  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 and Adjusted EBITDA. Please refer to the Appendix (Page 14) for a reconciliation of EBITDA to net income. 
 

 BALANCED PORTFOLIO ACROSS CONSUMER CLASSES  9 
 

 WELL-POSITIONED AS AN INDUSTRY CONSOLIDATOR  EXPERTISE IN REGULATED MARKETS  TPB Today  Expanding our FDA regulatory infrastructure expertise through a leadership team of QA, R&D, legal and scientific professionals Growing share of products in regulated marketRegulatory changes likely to cause significant disruption among smaller companies   TPB Action Plan  Preparing to preserve our ability to market quality products to adult consumersReviewing TPB product lines, determining costs and resources needed for FDA compliance and approvalRationalize low-margin products not justifying FDA investmentInfluence FDA regulatory approach  FDA “continuum of risk” guiding principle approach, reaffirmed in 2018Extended premarket applications into 2021 & 2022Expected pathway for future innovationTPB does not sell cigarettes  2017 FDA announcement and guidance  Our teams have significant experience in highly regulated environments  10 
 

 GROWING CASH FLOW AND REDUCED LEVERAGE  Increasing Adjusted EBITDA  Reduced Interest Expense  Reduced Leverage (Net Debt / Adjusted EBITDA)  Growing Net Sales  11  $ in millions 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 and Adjusted EBITDA. We define “Adjusted EBITDA” as net income before interest expense, loss on extinguishment of debt, income taxes, depreciation, amortization, other non-cash items, and other items that we do not consider ordinary course in our evaluation of ongoing, operating performance. Please refer to the Appendix (Page 13) for a reconciliation of Adjusted EBITDA to net income. 
 

 POSITIONED FOR FUTURE CONTINUED GROWTH  12  Cash flow from strong focus brandsEfficient asset-light operating modelPowerful sales organization and expertise in highly regulated environmentInnovative, industry-leading management team  Solid infrastructure   Reduced debt, leverage and interest levelsStrong cash flows, high free cash flow conversion  Expanded financial strength  Organic growth through consistency, innovation, sales force investment and consumer focusAccretive acquisitionAcquisition integration synergies  Attractive growth opportunities 
 

 APPENDIX: RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME  13 
 

 APPENDIX: RECONCILIATION OF ADJUSTED EBITDA TO NET INCOMEIVG: LTM (6/18) EBITDA  14