New York Toy Fair Analyst and Investor Presentation February 2019 Disclaimer
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NEW YORK TOY FAIR ANALYST AND INVESTOR PRESENTATION FEBRUARY 2019 DISCLAIMER FORWARD-LOOKING INFORMATION Certain statements, other than statements of historical fact, contained in this presentation or in the accompanying oral presentation (including in response to ANY questions), may constitute "forward-looking information" within the meaning of certain securities laws, including the Securities Act (Ontario), and are based on expectations, estimates and projections as of the date on which the statements are made in this presentation. The words "plans", "expects", "projected", "estimated", "forecasts", "anticipates", "indicative", "intend", "guidance", "outlook", "potential", "prospects", "seek", "strategy", "targets" or "believes", or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "be taken", "occur", "continue" or "be achieved", and other similar expressions, identify statements containing forward-looking information. Statements of forward-looking information may include, without limitation, statements with respect to: the launching of new products, brands and entertainment properties; the Company's operating momentum, financial position, cash flows and financial performance; the Company's future growth, drivers for such growth, and the successful execution of its strategies for growth; and the seasonality of Gross Product Sales and forecasted organic Gross Product Sales and Adjusted EBITDA Margins. Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this presentation, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any factors and assumptions set forth above in this presentation, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the ability of the Company to maintain its distribution capabilities; the Company's ability to continue to build and maintain strong, collaborative relationships; the Company's status as a preferred collaborator; the culture and business structure of the Company will support its growth; the ability to expand the Company's portfolio of owned branded intellectual property and successfully license it to third parties; the expanded use of advanced technology and robotics in the Company's products; the increased access of entertainment content on mobile platforms; fragmentation of the market creates acquisition opportunities; maintenance of the Company's relationships with its employees; and the continued involvement of the Company's founders and that the risk factors noted below, collectively, do not have a material impact on the Company. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this presentation. Such risks and uncertainties include, without limitation, the factors discussed under "Risk Factors" in the Company’s most recent AIF and under “Risks Relating to Spin Master’s Business” in the Company’s most recent annual MD&A, filed with the Canadian securities regulators and available at www.sedar.com. These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. NON-IFRS MEASURES In addition to using financial measures prescribed by IFRS, references are made in this presentation to ‘‘Adjusted EBITDA’’, ‘‘Adjusted Net Income’’, ‘‘EBITDA’’, ‘‘Free Cash Flow’’, ‘‘Gross Product Sales’’, ‘‘Sales Allowances’’ and ‘‘Total Gross Sales’’, which are non-IFRS financial measures. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further details on these non-IFRS financial measures, see “Non-IFRS Financial Measures” in the Company’s MD&A, filed with the Canadian securities regulators and available at www.sedar.com. CERTAIN OTHER MATTERS Any graphs, tables or other information demonstrating the historical performance of the Company or any other entity contained in this presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of the Company or such entities. All financial disclosure in this presentation is in U.S. dollars, unless otherwise noted. Capitalized terms and abbreviations not otherwise defined herein have the meaning assigned to them in the Company’s public filings. SPIN MASTER CORP. 2 INVESTMENT HIGHLIGHTS Leading global children’s Globally collaborative business entertainment company with model underpins performance significant scale and reach record Diversified portfolio of innovative Strong financial performance toys, games, products, brands and operating leverage driving and entertainment properties attractive earnings growth A proven and growing global Experienced and entrepreneurial entertainment property pipeline management team SPIN MASTER CORP. 3 WHO WE ARE Leading Children’s Entertainment Company Business Segments • Founded in 1994 • Spin Master creates, designs, manufactures and markets a diverse portfolio of innovative products, brands and entertainment properties • Recognized as the market leader in innovation • 28 global offices and sales in over 100 markets SPIN MASTER CORP. 4 MANAGEMENT TEAM Back Row, Left to Right: SUSIE LECKER, EVP, Global Licensing; CHRIS BEARDALL, EVP, Global Sales; ANDRÉE BRIERE, SVP, Human Resources; BILL HESS, EVP, Operations & CIO; CHRIS HARRS, EVP & General Counsel, Corporate Secretary Middle Row, Left to Right: BEN DERMER, VP Creative Development & Deputy Creative Officer; MARK SEGAL, EVP Finance & CFO; BEN J. GADBOIS, Global President & COO; KRISTA DIBERARDINO, EVP, Marketing Integration and Activation FrontSPIN Row, MASTER Left to CORP.Right: 5 ADAM BEDER, EVP, Strategic Partnership & Franchise Development; BEN VARADI, EVP & CCO; ANTON RABIE, Director, Co-Founder and Co-CEO; RONNEN HARARY, Chairman, Co-Founder & Co-CEO; JENNIFER DODGE, EVP, Entertainment GLOBAL REACH 1 Manufacturing Facility 2 Shared Service Center Spin Master’s growing global scale is a valuable asset throughout the entire development cycle SPIN MASTER CORP. 6 GLOBAL TOY INDUSTRY Large and growing 70% of global sales outside 2018 was a challenging year industry North America for many markets Global Traditional Toys Global Traditional Toys and Games Market Sales(1) (1) and Games Sales by Region 2018 Industry Growth Rates(2) (US$ billions) (% of 2018 Global Toy Sales) 2018 Industry Growth Rates(2) Mexico 21% Russia 8% Dolls 7% Brazil 7% Germany 2% Action Figures 10% Canada 0% Italy -1% US -2% France -5% Spain -5% Australia -7% UK -12% (1) Source: Euromonitor International; data provided in current (nominal) terms to include inflation, US$ 2017 exchange rates (2) Source: The NPD Group / Retail Tracking Service The toy industry is a large global industry that has grown consistently over the long term SPIN MASTER CORP. 7 EVOLVING PLAY PATTERNS Children’s play Properties/brands and entertainment are increasingly platforms are extending across converging multiple platforms and geographies Technology advancements are enabling the cost-effective Smart devices commercialization are becoming of next generation ubiquitous toys We want to be where kids are SPIN MASTER CORP. 8 OUR FOUR GROWTH STRATEGIES 1. Innovate Using 2. Develop our Global Internal Evergreen Global and External R&D Entertainment Network Properties 4. Leverage 3. Increase Sales Global Platform in International Through Developing and Strategic Emerging Markets Acquisitions SPIN MASTER CORP. 9 INNOVATION Leverage competitive strengths and global networks to build a robust pipeline 1. Innovate Using our Global Internal Continue to focus on strategic brand building and External R&D Network Continue to invest in advanced technology, entertainment and licenses