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1
506c Private Placement
November 2016
Investor Presentation
Confidential – Not for Distribution
Legal Disclosures
Yuengling’s Ice Cream Corporation is currently undertaking a private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. Investors should consider the investment objectives, risks, and investment time horizon of
Yuengling’s Ice Cream Corporation carefully before investing. The PPM relating the offering of securities by Yuengling’s Ice Cream Corporation will contain this and
other information about Yuengling’s Ice Cream Corporation and should be read carefully before investing. Copies of the PPM relating to each offering of equity
interests by Yuengling’s Ice Cream Corporation may be obtained, when available, by accessing BANQ®’s website at www.banq.co.
Securities of Yuengling’s Ice Cream Corporation are expected to be offered and sold in reliance on the exemption from registration set forth in Section 506(c) under the
Securities Act of 1933, as amended, or the "Securities Act". In accordance therewith, you should be aware that (i) the securities may be sold only to “accredited
investors,” which for natural persons are investors who meet certain minimum annual income or net worth thresholds; (ii) the securities will only be offered in reliance
on an exemption from the registration requirements of the Securities Act and will not be required to comply with specific disclosure requirements that apply to
registration under the Securities Act; (iii) the Securities and Exchange Commission will not pass upon the merits of or give its approval to the securities, the terms of
the offering, or the accuracy or completeness of any offering materials; (iv) the securities will be subject to legal restrictions on transfer and resale and investors should
not assume they will be able to resell their securities; investing in securities involves risk, and investors should be able to bear the loss of their investment. This
summary is not an offer to sell, or the solicitation of an offer to purchase, any securities of Yuengling’s Ice Cream Corporation in any jurisdiction where such offer or
sale would be prohibited.
The summary may include “forward-looking statements” with the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934
and are intended to be covered by the safe harbor provisions for forward looking statements. This information is supplied from sources we believe to be reliable but
we cannot guarantee accuracy. Although we believe our expectations expressed in such forward looking statements are reasonable, we cannot assure you that they
will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from
the anticipated results.
TESTING THE WATERS: Yuengling’s Ice Cream Corporation is "Testing the Waters" under Regulation A under the Securities Act of 1933. This process allows companies
to determine whether there may be interest in an eventual offering of its securities. Yuengling’s Ice Cream Corporation are not under any obligation to make an
offering under Regulation A. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be
accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and
until the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person's indication of interest involves no
obligation or commitment of any kind. The information in that offering statement will be more complete than the information Yuengling’s Ice Cream Corporation is
providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being
made in any state where such offer or sale is not permitted under the "blue sky" or securities laws thereof. No offering is being made to individual investors in any
state unless and until the offering has been registered in that state or an exemption from registration exists therein. Yuengling’s Ice Cream Corporation is not
affiliated with D.G. Yuengling & Son Brewery and if and when an offering of securities is made by Yuengling’s Ice Cream Corporation you will only be purchasing shares
of Yuengling’s Ice Cream Corporation.
2
Confidential – Not for Distribution
Summary
Yuengling’s Ice Cream Corporation:
• Headquartered in Orwigsburg, PA
• Brand re-launch in 2014
Successfully gained share in core market, building
infrastructure required to expand nationally
• Increase from 1,200 stores in 2014 to 7,600 in
2018
Higher than average overall margins for retailers
Yuengling’s is a super premium product that
compares favorably to national brands, provides
good “value” to customers, and regularly out-
performs competitors in samplings
3
Issuer:
Yuengling’s Ice Cream
Corporation
Type of Offering
Convertible Promissory Note &
Warrant
Capital Raise Up to $5MM
Terms 8.0% p.a.
Maturity December 31, 2019
Warrant Coverage 50%
Expected Closing May 2017
Ownership
Mgmt & employees: 75%
Outside investors: 25%
Auditor Herbein & Company
Issuer’s Counsel Olshan Frome Wolosky
Placement Agent TriPoint Global Equities
Confidential – Not for Distribution
The Yuengling’s Ice Cream Story
In 1920, Frank D. Yuengling, President of D.G. Yuengling & Sons
Brewery started a separate company, Yuengling’s Ice Cream, to
generate revenue for the Yuengling Brewery due to the start of
Prohibition
• It was operated by Frederick G. Yuengling until 1963 when his
son, Frederick G. Yuengling Jr. took over. Due to several
reasons, including the lack of an identified successor, the
family decided to discontinue production in 1985
• Brand relaunched in 2014 under the helm of David Yuengling
4
Confidential – Not for Distribution 5
The Brand Line Up
QUARTS (18 Everyday Flavors + 2 Seasonal Flavors)
Black & Tan
Chocolate
Vanilla
Mint Choc
Chip
Sea Salt
Caramel
Chocolate
Chip
Espresso
Caramel
Popcorn
Choc
Marshmallow
Spiced
Pumpkin Roll
Peanut Butter
Cup
Peppermint
Crunch
Root Beer
Float
Cherry Vanilla
Chunk
Van. Fudge
Chunk
Cinnamon
Churro
Chocolate
Fudge
Cookies &
Cream
Orange Cream
Butter
Pecan
PINTS
Currently 6 items in distribution in 800 AHOLD stores
Expanding to 9 items in late 2016
HALF-PINTS W/ SPOON IN LID
Late 2016
Unique Convenience Store items
Confidential – Not for Distribution
Brand Strengths
American and family owned
Super premium category
All natural (exceeds Whole Foods Market® ingredient
quality standards)
Kosher
Milk and cream contains no added growth hormones,
and steroids
Moving towards GMO-Free
6
Confidential – Not for Distribution
Operating Strategy
Pre-Launch (Completed): Product & brand development
Phase I (Completed): Development and acceptance in a defined
core area
Phase II (Completed): Expanding distribution outward once
specific volume and retailer measured metrics are attained in
core area
Phase III (Began Mid-2016): Expanded current existing shelf
space in core area. Once accomplished, will attack expansion
area with same objective
7
Confidential – Not for Distribution
The Market
The total packaged premium and super premium ice cream
market in our core target area is approximately $800 million
• In 2014, with $2.6 million in revenue, Yuengling’s Ice Cream accounted for
only 0.33% of the market in our core target area
• In 2015, with $4.8 million in revenue, or 85% revenue growth from 2014,
our share accounts for 0.6% of our total market
• Core Target Area = Scranton, PA in the north, central VA in the south,
Pittsburgh, PA to the west, and the NJ shore to the east
8
Confidential – Not for Distribution
Production
Production is done at two locations.
• One is a family-owned dairy operating since 1928
• The second is a ultra-modern facility with significant ability to scale.
• Outsourcing production means significantly lower start-up costs as well as simple
operational management
• Each facility produces ice cream for several other national and regional brands
• Each location is advantageous for delivery to our retailers in our core and
expansion areas
• Each is a high quality, modern facility that allows us to produce at very cost
effective rates
9
Confidential – Not for Distribution
CarlisleLandover
10
List of Some Current Retailers
Confidential – Not for Distribution
Distribution Growth
Year One (2014)
• Solidify distribution in
Eastern PA core
Year Two (2015)
• Significant increase in
New England, Mid-West,
and the South
• Added new territory in NY
and the South
• Increased the number of
participating stores,
especially in Atlanta, GA
and the Carolinas
11
Confidential – Not for Distribution
Key Operating Objectives
Increase Company revenue from $4.8 million in 2015 to $14 million by 2018
• Expand the company’s retail locations from 1,200 stores in 2014 to 6,000 in 2018
• Establish new distribution in Convenience store channels in 2017 and 2018
• Addition of incremental shelf space in 2016, 2017, 2018
• Establish new retailers in 2017 and 2018
12
$-
$1 MM
$2 MM
$3 MM
$4 MM
$5 MM
$6 MM
2014A 2015A 2016E
Revenue
0
500
1,000
1,500
2,000
2,500
3,000
3,500
2014A 2015A 2016E
Retail Locations
Confidential – Not for Distribution
Key Operating Objectives – 2017 and 2018
Capture several new major retailers, with the primary targets in
the South and Mid-Western states
Establish Convenience store distribution in 1,500 stores in 2017
13
Confidential – Not for Distribution
Key Operating Objectives
Increase the Company’s market share from less than 1% of the core market in 2015 to
1.5% of the expanded market by 2018
• Core Market = $800 million | Expanded Market = $1.3 billion
Plan to introduce several new product platforms to extend the brand and increase sales
Improve margins to a positive bottom line of 7.7% of Sales by 2018
• Reduce slotting costs and transportation costs
• Manage overhead expenses
• Further utilize second production facility to lower manufacturing costs
We plan to evaluate buying or building our own production facility during the next three
years
• Will continue to help improve margins
• Provide greater production schedule flexibility
• Allow for even greater monitoring of product quality
14
Confidential – Not for Distribution
Investment Considerations
Strong, recognized brand with a long, positive family history
Proven operating and development strategy
Experienced management team and Board of Directors
Retailer relationships
Continued innovation and capturing of flavor trends
Smaller, more responsive than larger competitors
National brands continue to reduce the quality of their offerings and downsize their
products
Yuengling’s is a super premium product that compares favorably to national brands,
provides good “value” to customers, and regularly out-performs competitors in
samplings
Higher than average overall margins for retailers
15
Confidential – Not for Distribution
Capital Raise
16
Issuer: Yuengling’s Ice Cream Corp.
Size of Offering: Up to $5 million
Type of security being sold: Units consisting of (i) an 8% Convertible Promissory Note
Maturing 12/31/19 and (ii) a Warrant to Purchase $5,000 of
Shares of Equity Securities of the Company
Coupon: The interest on the Notes shall accrue, beginning from the date of
issuance, at an interest rate of 8% per annum. Interest on the
outstanding principal balance of the Notes shall be computed on
the basis of the actual number of days elapsed and a 365-day
year. The interest shall accrue until the Notes are converted or
the Maturity Date and shall be paid in cash or stock at the
investors option. If paid in shares, it shall be at conversion price
of the note
Conversion: 30% Discount to Qualified Financing (> $3,000,000)
Unit Offering Price: $10,000 per Unit (Warrant Purchase Price = $5,000)
Conversion Discount: In the event of a Registered Offering, the Conversion Price will
equal 70% of the initial Conversion Price
Warrant coverage: 50% Warrant Coverage
Minimum investment: $10,000 subject to waiver in the sole discretion of the Company
Open to accredited investors under the Securities Act of 1933
Confidential – Not for Distribution
Use of Proceeds
17
Use of Proceeds $ Amount
Ice Cream Production & Inventory $ 500,000
Retail Promotions, Slotting Fees & Shelf Space 500,000
General, Administrative & Marketing 500,000
Working Capital 2,250,000
Legal, Accounting & Consultants 500,000
New Product & Plant Development 250,000
Fees 500,000
Total Uses of Proceeds $ 5,000,000
Confidential – Not for Distribution 18
Financials (Profit & Loss Summary)
Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ
materially from anticipated results. Please see Private Placement Memorandum for further detail.
Year 1 Year 2 Year 3
($000s) 2014A 2015A 2016E
Retail Locations 1,200 2,700 3,000
Gross Revenue $ 2,688 $ 4,810 $ 5,000
COGS/Discounts/Promos 2,099 4,546 4,700
Gross Profit $ 589 $ 264 $ 300
Expenses 958 1,880 1,700
EBITDA $ (369) $ (1,616) $ (1,400)
Confidential – Not for Distribution
Executive Management Team
David Yuengling (President):
Son of Frederick Yuengling Jr. , previous President of Yuengling Dairy Products. Worked summers in high school
and college for Yuengling Dairy Products. David has a thirty year background in computer consulting
including starting up and running his own consulting business for 15 years. He provided independent computer
programming, business analysis and software design services for a wide variety of companies including
Manufacturing, Distribution, Banking, Insurance and Federal and State Governments. David has a BS in
Computer Science from Dickinson College and an MBA from St. Joseph's University, Philadelphia, PA
Robert C. Bohorad (Chief Financial Officer):
Rob has 20+ years of experience working for a number of companies in various stages of their life cycles. Rob
previously ran his own firm, which provided logistics, tracking and security solutions for companies and
government organizations. He also consulted for several start-up and early-stage companies. Throughout his
career, Rob worked in numerous capacities, including business development, strategic development,
marketing, finance, accounting, operations and human resources. He also has worked in several industries,
with a particular focus on medical and software/technology. Rob graduated from the Wharton School at the
University of Pennsylvania and received his MBA from Fordham University
Robert Carlson (Chief Operating Officer):
Bob has 29+ years in the Ice Cream and frozen desserts business and is an experienced senior level
Sales/Marketing/Management executive with broad national experience across all classes of trade for several
nationally recognized brands. Bob’s experience includes progressive assignments with companies ranging from
Friendly Ice Cream and Ben & Jerry’s Ice Cream to Perry’s Ice Cream and Brigham’s Ice Cream where he was
President and Chief Executive Officer. Bob is a graduate of the University of Massachusetts and holds a
Graduate Certificate in Advanced Management Studies from Harvard University
19
Confidential – Not for Distribution
Independent Board Members/Investors
Wayne Herring:
Wayne started a service contract company in 1992 and grew it into a $35 million company with 100 employees
and customers in 21 states. In 2013, his company was acquired by a $4 billion publicly traded company.
Wayne’s expertise in sales and experience managing a company’s growth has been and will continue to be
enormously helpful
Jay Linard:
Jay was part of the team that started Cressona Aluminum. He went on to become CEO of the company until is
was sold to Alumax, a multi-billion dollar publicly traded company. Jay remained with Alumax for two years
after the sale with his last position being Executive Vice President. As an executive of a large manufacturing
and sales organization, Jay bring invaluable experience in all areas of the company, especially operations
Two Additional New Board Members:
Currently discussing Board Membership with several individuals who have significant C-Level experience in
publically traded companies as well as national ice cream industry experience and recognition.
20
Confidential – Not for Distribution
Contacts
21
TriPoint Global Equities, LLC
1450 Broadway, 26th Floor
New York, NY 10018
Sales@TPGlobal.com

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Yuengling's Ice Cream Corp | 506c Private Placement Investor Presentation

  • 1. 1 506c Private Placement November 2016 Investor Presentation
  • 2. Confidential – Not for Distribution Legal Disclosures Yuengling’s Ice Cream Corporation is currently undertaking a private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. Investors should consider the investment objectives, risks, and investment time horizon of Yuengling’s Ice Cream Corporation carefully before investing. The PPM relating the offering of securities by Yuengling’s Ice Cream Corporation will contain this and other information about Yuengling’s Ice Cream Corporation and should be read carefully before investing. Copies of the PPM relating to each offering of equity interests by Yuengling’s Ice Cream Corporation may be obtained, when available, by accessing BANQ®’s website at www.banq.co. Securities of Yuengling’s Ice Cream Corporation are expected to be offered and sold in reliance on the exemption from registration set forth in Section 506(c) under the Securities Act of 1933, as amended, or the "Securities Act". In accordance therewith, you should be aware that (i) the securities may be sold only to “accredited investors,” which for natural persons are investors who meet certain minimum annual income or net worth thresholds; (ii) the securities will only be offered in reliance on an exemption from the registration requirements of the Securities Act and will not be required to comply with specific disclosure requirements that apply to registration under the Securities Act; (iii) the Securities and Exchange Commission will not pass upon the merits of or give its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials; (iv) the securities will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities; investing in securities involves risk, and investors should be able to bear the loss of their investment. This summary is not an offer to sell, or the solicitation of an offer to purchase, any securities of Yuengling’s Ice Cream Corporation in any jurisdiction where such offer or sale would be prohibited. The summary may include “forward-looking statements” with the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934 and are intended to be covered by the safe harbor provisions for forward looking statements. This information is supplied from sources we believe to be reliable but we cannot guarantee accuracy. Although we believe our expectations expressed in such forward looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the anticipated results. TESTING THE WATERS: Yuengling’s Ice Cream Corporation is "Testing the Waters" under Regulation A under the Securities Act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. Yuengling’s Ice Cream Corporation are not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and until the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person's indication of interest involves no obligation or commitment of any kind. The information in that offering statement will be more complete than the information Yuengling’s Ice Cream Corporation is providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being made in any state where such offer or sale is not permitted under the "blue sky" or securities laws thereof. No offering is being made to individual investors in any state unless and until the offering has been registered in that state or an exemption from registration exists therein. Yuengling’s Ice Cream Corporation is not affiliated with D.G. Yuengling & Son Brewery and if and when an offering of securities is made by Yuengling’s Ice Cream Corporation you will only be purchasing shares of Yuengling’s Ice Cream Corporation. 2
  • 3. Confidential – Not for Distribution Summary Yuengling’s Ice Cream Corporation: • Headquartered in Orwigsburg, PA • Brand re-launch in 2014 Successfully gained share in core market, building infrastructure required to expand nationally • Increase from 1,200 stores in 2014 to 7,600 in 2018 Higher than average overall margins for retailers Yuengling’s is a super premium product that compares favorably to national brands, provides good “value” to customers, and regularly out- performs competitors in samplings 3 Issuer: Yuengling’s Ice Cream Corporation Type of Offering Convertible Promissory Note & Warrant Capital Raise Up to $5MM Terms 8.0% p.a. Maturity December 31, 2019 Warrant Coverage 50% Expected Closing May 2017 Ownership Mgmt & employees: 75% Outside investors: 25% Auditor Herbein & Company Issuer’s Counsel Olshan Frome Wolosky Placement Agent TriPoint Global Equities
  • 4. Confidential – Not for Distribution The Yuengling’s Ice Cream Story In 1920, Frank D. Yuengling, President of D.G. Yuengling & Sons Brewery started a separate company, Yuengling’s Ice Cream, to generate revenue for the Yuengling Brewery due to the start of Prohibition • It was operated by Frederick G. Yuengling until 1963 when his son, Frederick G. Yuengling Jr. took over. Due to several reasons, including the lack of an identified successor, the family decided to discontinue production in 1985 • Brand relaunched in 2014 under the helm of David Yuengling 4
  • 5. Confidential – Not for Distribution 5 The Brand Line Up QUARTS (18 Everyday Flavors + 2 Seasonal Flavors) Black & Tan Chocolate Vanilla Mint Choc Chip Sea Salt Caramel Chocolate Chip Espresso Caramel Popcorn Choc Marshmallow Spiced Pumpkin Roll Peanut Butter Cup Peppermint Crunch Root Beer Float Cherry Vanilla Chunk Van. Fudge Chunk Cinnamon Churro Chocolate Fudge Cookies & Cream Orange Cream Butter Pecan PINTS Currently 6 items in distribution in 800 AHOLD stores Expanding to 9 items in late 2016 HALF-PINTS W/ SPOON IN LID Late 2016 Unique Convenience Store items
  • 6. Confidential – Not for Distribution Brand Strengths American and family owned Super premium category All natural (exceeds Whole Foods Market® ingredient quality standards) Kosher Milk and cream contains no added growth hormones, and steroids Moving towards GMO-Free 6
  • 7. Confidential – Not for Distribution Operating Strategy Pre-Launch (Completed): Product & brand development Phase I (Completed): Development and acceptance in a defined core area Phase II (Completed): Expanding distribution outward once specific volume and retailer measured metrics are attained in core area Phase III (Began Mid-2016): Expanded current existing shelf space in core area. Once accomplished, will attack expansion area with same objective 7
  • 8. Confidential – Not for Distribution The Market The total packaged premium and super premium ice cream market in our core target area is approximately $800 million • In 2014, with $2.6 million in revenue, Yuengling’s Ice Cream accounted for only 0.33% of the market in our core target area • In 2015, with $4.8 million in revenue, or 85% revenue growth from 2014, our share accounts for 0.6% of our total market • Core Target Area = Scranton, PA in the north, central VA in the south, Pittsburgh, PA to the west, and the NJ shore to the east 8
  • 9. Confidential – Not for Distribution Production Production is done at two locations. • One is a family-owned dairy operating since 1928 • The second is a ultra-modern facility with significant ability to scale. • Outsourcing production means significantly lower start-up costs as well as simple operational management • Each facility produces ice cream for several other national and regional brands • Each location is advantageous for delivery to our retailers in our core and expansion areas • Each is a high quality, modern facility that allows us to produce at very cost effective rates 9
  • 10. Confidential – Not for Distribution CarlisleLandover 10 List of Some Current Retailers
  • 11. Confidential – Not for Distribution Distribution Growth Year One (2014) • Solidify distribution in Eastern PA core Year Two (2015) • Significant increase in New England, Mid-West, and the South • Added new territory in NY and the South • Increased the number of participating stores, especially in Atlanta, GA and the Carolinas 11
  • 12. Confidential – Not for Distribution Key Operating Objectives Increase Company revenue from $4.8 million in 2015 to $14 million by 2018 • Expand the company’s retail locations from 1,200 stores in 2014 to 6,000 in 2018 • Establish new distribution in Convenience store channels in 2017 and 2018 • Addition of incremental shelf space in 2016, 2017, 2018 • Establish new retailers in 2017 and 2018 12 $- $1 MM $2 MM $3 MM $4 MM $5 MM $6 MM 2014A 2015A 2016E Revenue 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2014A 2015A 2016E Retail Locations
  • 13. Confidential – Not for Distribution Key Operating Objectives – 2017 and 2018 Capture several new major retailers, with the primary targets in the South and Mid-Western states Establish Convenience store distribution in 1,500 stores in 2017 13
  • 14. Confidential – Not for Distribution Key Operating Objectives Increase the Company’s market share from less than 1% of the core market in 2015 to 1.5% of the expanded market by 2018 • Core Market = $800 million | Expanded Market = $1.3 billion Plan to introduce several new product platforms to extend the brand and increase sales Improve margins to a positive bottom line of 7.7% of Sales by 2018 • Reduce slotting costs and transportation costs • Manage overhead expenses • Further utilize second production facility to lower manufacturing costs We plan to evaluate buying or building our own production facility during the next three years • Will continue to help improve margins • Provide greater production schedule flexibility • Allow for even greater monitoring of product quality 14
  • 15. Confidential – Not for Distribution Investment Considerations Strong, recognized brand with a long, positive family history Proven operating and development strategy Experienced management team and Board of Directors Retailer relationships Continued innovation and capturing of flavor trends Smaller, more responsive than larger competitors National brands continue to reduce the quality of their offerings and downsize their products Yuengling’s is a super premium product that compares favorably to national brands, provides good “value” to customers, and regularly out-performs competitors in samplings Higher than average overall margins for retailers 15
  • 16. Confidential – Not for Distribution Capital Raise 16 Issuer: Yuengling’s Ice Cream Corp. Size of Offering: Up to $5 million Type of security being sold: Units consisting of (i) an 8% Convertible Promissory Note Maturing 12/31/19 and (ii) a Warrant to Purchase $5,000 of Shares of Equity Securities of the Company Coupon: The interest on the Notes shall accrue, beginning from the date of issuance, at an interest rate of 8% per annum. Interest on the outstanding principal balance of the Notes shall be computed on the basis of the actual number of days elapsed and a 365-day year. The interest shall accrue until the Notes are converted or the Maturity Date and shall be paid in cash or stock at the investors option. If paid in shares, it shall be at conversion price of the note Conversion: 30% Discount to Qualified Financing (> $3,000,000) Unit Offering Price: $10,000 per Unit (Warrant Purchase Price = $5,000) Conversion Discount: In the event of a Registered Offering, the Conversion Price will equal 70% of the initial Conversion Price Warrant coverage: 50% Warrant Coverage Minimum investment: $10,000 subject to waiver in the sole discretion of the Company Open to accredited investors under the Securities Act of 1933
  • 17. Confidential – Not for Distribution Use of Proceeds 17 Use of Proceeds $ Amount Ice Cream Production & Inventory $ 500,000 Retail Promotions, Slotting Fees & Shelf Space 500,000 General, Administrative & Marketing 500,000 Working Capital 2,250,000 Legal, Accounting & Consultants 500,000 New Product & Plant Development 250,000 Fees 500,000 Total Uses of Proceeds $ 5,000,000
  • 18. Confidential – Not for Distribution 18 Financials (Profit & Loss Summary) Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results. Please see Private Placement Memorandum for further detail. Year 1 Year 2 Year 3 ($000s) 2014A 2015A 2016E Retail Locations 1,200 2,700 3,000 Gross Revenue $ 2,688 $ 4,810 $ 5,000 COGS/Discounts/Promos 2,099 4,546 4,700 Gross Profit $ 589 $ 264 $ 300 Expenses 958 1,880 1,700 EBITDA $ (369) $ (1,616) $ (1,400)
  • 19. Confidential – Not for Distribution Executive Management Team David Yuengling (President): Son of Frederick Yuengling Jr. , previous President of Yuengling Dairy Products. Worked summers in high school and college for Yuengling Dairy Products. David has a thirty year background in computer consulting including starting up and running his own consulting business for 15 years. He provided independent computer programming, business analysis and software design services for a wide variety of companies including Manufacturing, Distribution, Banking, Insurance and Federal and State Governments. David has a BS in Computer Science from Dickinson College and an MBA from St. Joseph's University, Philadelphia, PA Robert C. Bohorad (Chief Financial Officer): Rob has 20+ years of experience working for a number of companies in various stages of their life cycles. Rob previously ran his own firm, which provided logistics, tracking and security solutions for companies and government organizations. He also consulted for several start-up and early-stage companies. Throughout his career, Rob worked in numerous capacities, including business development, strategic development, marketing, finance, accounting, operations and human resources. He also has worked in several industries, with a particular focus on medical and software/technology. Rob graduated from the Wharton School at the University of Pennsylvania and received his MBA from Fordham University Robert Carlson (Chief Operating Officer): Bob has 29+ years in the Ice Cream and frozen desserts business and is an experienced senior level Sales/Marketing/Management executive with broad national experience across all classes of trade for several nationally recognized brands. Bob’s experience includes progressive assignments with companies ranging from Friendly Ice Cream and Ben & Jerry’s Ice Cream to Perry’s Ice Cream and Brigham’s Ice Cream where he was President and Chief Executive Officer. Bob is a graduate of the University of Massachusetts and holds a Graduate Certificate in Advanced Management Studies from Harvard University 19
  • 20. Confidential – Not for Distribution Independent Board Members/Investors Wayne Herring: Wayne started a service contract company in 1992 and grew it into a $35 million company with 100 employees and customers in 21 states. In 2013, his company was acquired by a $4 billion publicly traded company. Wayne’s expertise in sales and experience managing a company’s growth has been and will continue to be enormously helpful Jay Linard: Jay was part of the team that started Cressona Aluminum. He went on to become CEO of the company until is was sold to Alumax, a multi-billion dollar publicly traded company. Jay remained with Alumax for two years after the sale with his last position being Executive Vice President. As an executive of a large manufacturing and sales organization, Jay bring invaluable experience in all areas of the company, especially operations Two Additional New Board Members: Currently discussing Board Membership with several individuals who have significant C-Level experience in publically traded companies as well as national ice cream industry experience and recognition. 20
  • 21. Confidential – Not for Distribution Contacts 21 TriPoint Global Equities, LLC 1450 Broadway, 26th Floor New York, NY 10018 Sales@TPGlobal.com