Mark Stegeman
Analyst · Cowen and Company. Please go ahead with you question
Thank you, Larry, and good morning again. Before I get into the numbers, let me provide some color on our S-3 shelf registration that we filed with the SEC. We now have the ability to raise up to $200 million in capital in a variety of ways: common stock, preferred stock, depository units, warrants and units. Included under this $200 million shelf registration, there's a $50 million at-the-market facility, which enables us to issue shares as needed depending on market conditions. At the present time, we have no plans or intentions to utilize the facility, but it does give us added flexibility. For example, if an attractive large acquisition opportunity presented itself, we could consider augmenting debt with equity in order to manage our leverage. What we are very cognizant that the cost of equity is more expensive than debt, we would use this very carefully, but this gives us great financial flexibility and, importantly, speed. In the second quarter, we issued 210,000 shares in connection with stock options that were expiring in September of this year. We expect that as many as 130,000 more shares could be issued in connection with the remaining options that are expiring in the third quarter. In the fourth quarter of 2018, another 110,000 options will be expiring. Moving to acquisition accounting, as part of the Vapor Shark strategic partnership, TPB was granted a warrant to purchase the company for a nominal amount, which we executed on June 30. Under the transaction, we assume certain debts and other liabilities totaling approximately $3.9 million and acquired assets valued at $3.9 million. As a result of Vapor Shark being classified as a variable interest entity, we consolidate their results for the quarter. While we will not separately disclose Vapor Shark results separately moving forward, the NewGen segment results in the quarter included approximately the following from Vapor Shark: $3.2 million in net sales, $1.2 million in gross profit, $1.8 million in SG&A and a net loss before taxes of $556,000, which is excluded from the net income attributed to TPB. As Larry mentioned, while we're very excited with the Vapor Shark acquisition and the potential it represents, there's much work that needs to be done to accelerate sales vitality and momentum. This will take time and effort. As a result, we're projecting net sales of $10 million and income before taxes of approximately $1 million over the next 12 months. Now, for our performance. Segment net sales mix continues to shift on the growth of VaporBeast. For the quarter, smokeless represented 31% of net sales, smoking 37% and NewGen 32%. Net sales for the quarter increased 39.8% to a record $72.1 million and gross profit for the quarter increased 28.6% to a record $32 million from $24.9 million a year ago. Gross margin was 44.4% down from 48.2% a year ago primarily as a result of a mix impact of VaporBeast’s inherently lower distribution market. Going forward, we expect gross margin on the NewGen segment to hover in the mid-20% range. Consolidated SG&A expense in the second quarter was $18.4 million, compared to $14.1 million in 2016 driven principally by VaporBeast and Vapor Shark, strategic expenses, sales and marketing, and regulatory manpower enhancement, as well as expenses for VaporBeast SG&A in the quarter, which was $1.8 million. Strategic expenses were $400,000 in the quarter, up about that same amount from a year ago. Net product launch costs were $300,000 and $300,000 higher than last year's second quarter. Non-recurring public company costs in relation to the 2016 IPO were $600,000 lower in 2017. Recurring public company costs were $400,000 in the quarter, up $200,000 from a year ago. And lastly, $77,000 was expensed relating to the long-term management incentive program that Larry mentioned earlier. New product launch costs for MST and cost of goods sold in this year's second quarter were $200,000, compared to $300,000 last year. Net income for the quarter attributed to TPB, which does not include Vapor Shark was $7.4 million. Second quarter weighted average fully diluted share count was $19.6 million and fully diluted EPS was $0.38 per share. Now let me discuss some of the non-operating drivers that improved our net income versus year ago. For the quarter, interest expense was $4 million or $2.9 million lower than last year as a result of our lower debt post IPO and the lower interest rates resulting from our February 2017 refinancing. Our MSA account during the quarter produced investment income $100,000 compared to $300,000 last. Finally, reported income tax expense was $2.8 million for the quarter versus $609,000 last year. Net operating losses or NOLs available to offset federal income taxes amounted to approximately $33 million at quarter and. We expect to utilize these NOLs into the first half of 2018. We continue to project our annual effective tax rate will be approximately 28% for 2017. However, due to NOLs, there will be no federal cash taxes until we fully utilize our NOLs in 2018. For the quarter adjusted EBITDA increased 22.8% to $15.8 million versus $12.8 million last year. Now let me discuss some other items in the quarter. Federal excise taxes included in cost of goods sold totaled $5 million. FDA fees accounted for and cost of goods sold amounted to $150,000. CapEx for the quarter was $200,000 and we expect full year CapEx of approximately $2 million. Net debt at quarter end was $220 million. Net debt to adjusted EBITDA is 3.9 times. Net debt to pro forma acquisition adjusted EBITDA was 3.7 times. With regard to the impact of excise tax changes, which I've mentioned on a previous calls, relative to year ago comparisons, Pennsylvania's $0.55 per ounce excise tax on smokeless products began October 1, 2016 and continue to have a material impact on trade volumes in the quarter for both the industry and us. Year-over-year Pennsylvania chewing tobacco volumes were down roughly 30% for both the industry and TPB. Pennsylvania MST year-over-year declines were greater than 10% for both the industry and TPB. Importantly, however, and as anticipated, the sharp erosion associated with the tax increase is now moderating as both industry and TPB Pennsylvania smokeless volumes are up mid-single digits on a sequential quarter basis. Despite a number of competitive challenges in the quarter and significant integration work, we had a remarkably strong quarter with many company records achieved, including record retail market shares in both chewing tobacco and MST on the strength of Stoker's, record smokeless net sales in gross profits, expanded retail market share in cigarette papers while maintaining our leadership position in MYO cigar wraps both on the strength of the iconic Zig-Zag brand, record net sales and gross profits in NewGen on the power of VaporBeast and most importantly record total company net sales gross profit and adjusted EBITDA. With that, I'll turn the call over to Larry for a few final comments before we turn to Q&A.