Origo Acquisition — SPAC Merger (November 2017)
35 slides from Origo Acquisition's SPAC merger presentation, Nov 16, 2017
Slide 1: Hightimes Holding Corp. Investor Presentation
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. INVESTOR PRESENTATION November 2017 Origo Acquisition Corp. NASDAQ: OACQ +
Slide 2: Authentic, original and trusted media pioneer in legal cannabis
“… the authentic, original and trusted media pioneer in the legal cannabis industry with 4 3 years of operations , hundreds of published magazines, and an unparalleled brand recognition.” 2
Slide 3: Disclaimers & Important Notices
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 3 DISCLAIMERS & IMPORTANT NOTICES GENERAL Neither the U . S . Securities and Exchange Commission nor any state or non - U . S . securities commission has reviewed or passed upon the accuracy or adequacy of this presentation o
Slide 4: Table of Contents
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 4 TABLE OF CONTENTS Company Overview Market overview Financial Overview Management Team & Board of Directors Additional Transaction Details Executive Summary 09 19 22 26 29 05 Appendix 33
Slide 5: Executive Summary
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 5 E x ecuti v e Summa r y ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 6: Executive Summary: Transaction Brief & Investment Highlights
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY : TRANSACTION BRIEF & INVESTMENT HIGHLIGHTS High Times has three independent revenue streams: Events, Licensing, and Media. Prepared for shifting media trends; focusing on the Events division in new markets
Slide 7: Audited Historical and Projected Financial Snapshot
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. - $0.4 - $0.3 - $2.9 $1.3 $5.1 $8.6 $(5.0) $- $5.0 $10.0 2014 2015 2016 2017E 2018E 2019E - $0.4 - $0.2 - $2.9 $2.0 $7.8 $13.2 $(10.0) $- $10.0 $20.0 2014 2015 2016 2017E 2018E 2019E $5.2 $5.5 $0.6 $4.1 $8.5 $13.9 $- $10.0 $2
Slide 8: Transaction Overview, Valuation & Consideration
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. OVERVIEW Origo to acquire 100% of the equity of High Times Holdings, Inc. from its shareholders (the “Sellers”) by way of merger, in exchange for Origo common stock. The c ombined company to seek listing on a national exchang
Slide 9: Company Overview
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 9 Company Ove r view ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 10: Company Snapshot: The Most Trusted Media Brand in Cannabis
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. The Most Trusted Media Brand in Cannabis 4 EVENTS 4 LOCATIONS U.S. 16 EVENTS 11 LOCATIONS U.S. & INT ERNATIONAL FOUNDED IN 1974 2017 PROJECTED TOTAL REVENUE 2017 PROJECTED EBITDA 14.6 M 0.6 M 20.1 M 4.1 M 10 201 6 TOTAL REVEN
Slide 11: Brand Overview and 2016 Revenue Streams
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 68% 25% 5% 2% Despite its established loyal following, High Times has been under - capitalized and unable to take advantage of broad opportunities in digital media, e - Commerce, branding , and licensing. A recent investment
Slide 12: Go-Forward Strategy and 2019 Revenue Streams
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 58% 8% 20% 15% High Times’ go forward strategy is to… … focus its efforts on building out its video platform and world class event business , including expanding Cannabis Cups ® , Music Tours & Festivals, and Business Confere
Slide 13: Operating Segments: Events
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. $8.5 $13.1 $9.9 $10.5 $29.0 $39.4 $- $10.0 $20.0 $30.0 $40.0 2014 2015 2016 2017E 2018E 2019E OVERVIEW High Times hosts multiple events on an annual basis throughout the United States, including concerts, trades shows, cruise
Slide 14: Planned Events Calendar
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 14 PLANNED CALENDAR 2 1 1 1 1 1 1 1 3 1 1 1 1 1 3 1 1 1 4 events, 4 locations 19 events, 14 locations 2019E EVENTS 2016 EVENTS EVENTS COMPANY OVERVIEW: OPERATING SEGMENTS
Slide 15: Operating Segments: Licensing
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. OVERVIEW The High Times brand carries value through both the cannabis industry and the media industry. Often those that are not cannabis consumers are aware of High Times and what it represents as a brand. STRATEGY Additional
Slide 16: Licensing and Branding Opportunities
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 16 CLOTHING 100,000+ t - shirts, hoodies, etc. to be ordered for sale in big box retail BRANDED SMOKING ACCESSORIES HT logo on water pipes & other smoking accessories distributed at 2000+ smoke shops and gas stations. WORLD W
Slide 17: Operating Segments: Digital Media
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. $1.1 $0.9 $0.7 $3.1 $6.0 $13.3 $- $5.0 $10.0 $15.0 2014 2015 2016 2017E 2018E 2019E OVERVIEW To adjust to recent technological developments away from print media, High Times has developed an in - depth digital media strategy
Slide 18: Operating Segments: Print Media
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. $6.0 $3.7 $3.6 $4.6 $5.0 $5.2 $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 2014 2015 2016 2017E 2018E 2019E OVERVIEW High Times Magazine is the definitive resource for all things cannabis : from cultivation and legalization to enter
Slide 19: Market Overview
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY TK TRANSACTION BRIEF & INVESTMENT HIGHLIGHTS ORIGO ACQUISITION CORP. + NASDAQ: OACQ Market O v e r v i e w ORIGO ACQUISITION CORP. NASDAQ: OACQ + 19
Slide 20: Cannabis Legalization: United States and International
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY UNITED STATES 29 states allow for legal cannabis sale and consumption: 21 for medicinal use 8 for adult recreational use. 1 A strong worldwide market for cannabis already exists, and consumer demand has been
Slide 21: Conversion of the U.S. Black Market and California Market Growth
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY Orderly conversion of a ~$ 50 billion U.S. Black Market to a legal “ Green Market .” 1 Industry data and dynamics suggest cannabis will be an attractive wealth creation opportunity . To date, much of High Ti
Slide 22: Financial Overview
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY TK TRANSACTION BRIEF & INVESTMENT HIGHLIGHTS ORIGO ACQUISITION CORP. + NASDAQ: OACQ © 2017 HIGH TIMES HOLDINGS CORP. 5 22 Financial Overview ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 23: Historical and Projected Financials
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 23 FINANCIAL OVERVIEW: HISTORICAL AND PROJECTED FINANCIALS EXECUTIVE SUMMARY Summary Financials Company* 2014 2015 2016 2017E 2018E 2019E Revenue Festivals, Events & Competitions HTP 8,492,056 13,111,000 9,938,000 10,485,411
Slide 24: Add-Backs & EBITDA Calculation
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY 24 ADD - BACKS These Add - Backs represent expenses incurred in the past which are not expected to occur again . Due to the tightly - held nature of the Company, shareholders were often compensated through b
Slide 25: Six-Months 2017 Financial Performance
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 25 FINANCIAL OVERVIEW: 6 - MONTHS 2017 FINANCIAL PERFORMANCE Financial Performance Company * 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 6M 2017 Revenue Festivals, Events & Competitions HTP 277,034 573,057 2,3
Slide 26: Management & Board of Directors
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 26 Management & Board of Directors ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 27: Management and Board: Adam Levin, CEO
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 27 ADAM LEVIN CEO • Mr . Levin is the founder of Hightimes Holdings and has served as its Chairman and CEO, since its inception in December 2016 . In March, 2017 , Mr . Levin led the acquisition of Trans - High Corporation an
Slide 28: Board of Directors: Stormy Simon and Justin Ehrlich
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. STORMY SIMON Director • Ms . Simon served as the President of Overstock . com Inc . since July 27 , 2016 and Co - President from February 22 , 2013 to April 10 , 2014 . Ms . Simon served as Senior Vice President of Customer a
Slide 29: Additional Transaction Details
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 29 Additional Transaction Details ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 30: Market Capitalization of Cannabis-Related Companies
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. $2,996 337 180 130 69 58 18 46 30 286 0 500 1000 1500 2000 2500 3000 3500 WEED MJNA TRTC KSHB MCIG CBDS MSRT STNY CANN HIGH TIMES * MARKET CAPITALIZATION FOR CANNABIS - RELATED COMPANIES (11/13/17) ($ IN MILLION) 30 (M) * Bas
Slide 31: Illustrative Trading Comparables
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY COMPANY TICKER SHARE PRICE 11/13/17 MKT. CAP ENTERPRISE VALUE LTM LTM REVENUE EV/REVENUE Canopy Growth Corporation TSX: WEED $15.75 $2,996 $2,941 $37.5 78.3x Medical Marijuana, Inc. OTCPK: MJNA $0.11 $337 $3
Slide 32: Anticipated Transaction Timeline
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. July 27, 2 01 7 Transaction announced Q1 2 018 Hold shareholder vote for SPAC Q1 2 018 Close transaction and NASDAQ listing 32 ADDITIONAL TRANSACTION DETAILS: ANTICIPATED TRANSACTION TIMELINE November 13, 2 017 Preliminary S
Slide 33: Appendix
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. 33 Appendix ORIGO ACQUISITION CORP. NASDAQ: OACQ +
Slide 34: Projection Assumptions and Sources
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY 34 Event Revenue Project ions are based on a series of small, medium, and large events. 2017 Projected to host 7 small events, 7 medium events, and 1 large event 2018 Projected to host 10 small events, 3 med
Slide 35: Contact Us
ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. EXECUTIVE SUMMARY HIGH TIMES HOLDING CORP. Adam Levin Chief Executive Officer adam@hightimes.com ORIGO ACQUISITION CORP. Edward J. Fred Chief Executive Officer ejfr ed22@verizon.net MEDIA High Times Media Team 516 - 996 - 420