UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2024
 
TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-37763
20-0709285
(State or other Jurisdiction of Incorporation)
(Commission File Number)
  (IRS Employer Identification No.)

5201 Interchange Way, Louisville, KY

40229
(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 778-4421
N/A
(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TPB
New York Stock Exchange

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 2.02.
Results of Operations and Financial Condition.

On August 01, 2024, Turning Point Brands, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 7.01.
Regulation FD Disclosure.
 
On August 01, 2024, the Company posted an investor presentation with supplemental information for the quarter ended June 30, 2024 to the investor relations section of its website at the following link https://www.turningpointbrands.com/investor-relations/events-and-presentations.
 
The information furnished under Item 7.01 of this Current Report on Form 8-K, including the referenced investor presentation, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits.

(d)           Exhibits


Press Release dated August 01, 2024
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

TURNING POINT BRANDS, INC.








Dated: August 01, 2024
By:
  /s/ Brittani N. Cushman



Brittani N. Cushman



Senior Vice President, General Counsel and Secretary





Exhibit 99.1


Turning Point Brands Announces Second Quarter 2024 Results

Q2 2024 Adjusted EBITDA of $27.0 million, up 7% over prior year
Zig-Zag and Stoker’s Products Net Sales for Q2 2024 Increased 13% Year-Over-Year
Company increases full-year 2024 adjusted EBITDA guidance to $98 to $102 million

LOUISVILLE, KY August 1, 2024  Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, today announced financial results for the second quarter ended June 30, 2024.

Q2 2024 vs. Q2 2023

 
Total consolidated net sales increased 2.8% to $108.5 million  
 
o
Zig-Zag Products net sales increased 8.0% 
 
o
Stoker’s Products net sales increased 18.5% 
 
o
Creative Distribution Solutions net sales decreased 33.0% 
 
Gross profit increased 2.6% to $53.8 million 
 
Net income increased 31.0% to $13.0 million 
 
Adjusted net income increased 12.2% to $17.2 million (see Schedule B for a reconciliation to net income) 
 
Adjusted EBITDA increased 6.9% to $27.0 million (see Schedule A for a reconciliation to net income) 
 
Diluted EPS of $0.68 and Adjusted Diluted EPS of $0.89 compared to $0.53 and $0.79, respectively, in the same period one year ago (see Schedule B for a reconciliation to Diluted EPS)  
 
Graham Purdy, President and CEO, commented: “We were pleased by our second quarter results. We achieved our highest quarterly EBITDA since the second quarter of 2021. We believe Zig-Zag is on a sustainable growth trajectory, and Stoker’s MST continues to grow market share. In addition, sales of FRE, our modern oral nicotine pouch, grew 76% sequentially as we continue to expand our national footprint.”

Zig-Zag Products Segment (47% of total net sales in the quarter)

For the second quarter, Zig-Zag Products net sales increased 8.0% to $50.5 million driven by solid performance in our North American Papers & Wraps businesses as well as solid growth in cigars.

For the quarter, the Zig-Zag Products segment gross profit increased 1.7% to $26.9 million. Gross margin declined 330 basis points to 53.2% driven primarily by product mix.

“We are encouraged by our Zig-Zag results for the quarter,” said Purdy. “Our ongoing initiatives continue to demonstrate progress toward sustainably growing the Zig-Zag brand.”

Stoker’s Products Segment (39% of total net sales in the quarter)

For the second quarter, Stoker’s Products net sales increased 18.5% to $42.7 million. The segment was driven by high teens growth from MST and triple-digit growth off of a low base for FRE, partially offset by low-single-digit decline in loose-leaf tobacco. For the second quarter, total Stoker’s Products segment volume increased 5.3%, while price / mix increased 13.2%.


For the quarter, the Stoker’s Products segment gross profit increased 17.8% to $23.5 million. Gross margin contracted 30 basis points to 55.0%.

Performance Measures in the Second Quarter

Second quarter consolidated selling, general and administrative (“SG&A”) expenses were $32.8 million compared to $31.9 million in the second quarter of 2023.

The second quarter SG&A included the following notable items:

•     $1.9 million of stock compensation expense compared to $2.1 million in the year-ago period; and
•     $1.0 million of FDA PMTA-related expenses for modern oral products compared to $0.7 million in the year-ago period.

Total gross debt as of June 30, 2024 was $368.5 million. Net debt (total gross debt less unrestricted cash) as of June 30, 2024 was $226.4 million. The Company ended the quarter with total liquidity of $201.0 million, comprised of $142.2 million in cash and $58.8 million of asset backed revolving credit facility capacity.

On July 15, 2024, the Company retired the remaining $118.5 million of its convertible notes outstanding with cash on hand. Pro forma for retirement of the convertible notes as of June 30, 2024, the Company had gross debt outstanding of $250.0 million and net debt of $226.4 million.

During the quarter, the Company re-purchased 34,350 shares of common stock at a cost of $1.0 million.

2024 Outlook

The Company is increasing its previous full-year 2024 adjusted EBITDA guidance from $95 to $100 million to $98 to $102 million, which excludes CDS.

Creative Distribution Solutions (“CDS”) (14% of total net sales in the quarter)

For the second quarter, CDS net sales were $15.3 million, gross profit was $3.4 million, and gross margin was 22.5%.

Earnings Conference Call

As previously disclosed, a conference call with the investment community to review TPB’s financial results has been scheduled for 10:00 a.m. Eastern on Thursday, August 1, 2024. Investment community participants should dial in 10 minutes ahead of time using the toll-free number (888) 330-2502 (international participants should call (240) 789-2713 and follow the audio prompts after typing in the event ID: 6640134). A live listen-only webcast of the call will be available on the Events and Presentations section of the investor relations portion of the Company website (www.turningpointbrands.com). A replay of the webcast will be available on the site two hours following the call.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release includes certain non-GAAP financial measures including EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Adjusted Operating Income (Loss). A reconciliation of these non-GAAP financial measures accompanies this release. 

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

2

About Turning Point Brands, Inc.

Turning Point Brands (NYSE: TPB) is a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients through its iconic Zig-Zag® and Stoker’s® brands. TPB’s products are available in more than 217,000 retail outlets in North America, and on sites such as www.zigzag.com. For the latest news and information about TPB and its brands, please visit www.turningpointbrands.com.

Forward-Looking Statements

This press release 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, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by TPB in this press release, its reports filed with the Securities and Exchange Commission (the “SEC”) and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict or identify all such 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. Factors that could cause these differences include, but are not limited to those included in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Investor Contacts

Turning Point Brands, Inc.
ir@tpbi.com 

Financial Statements Follow on Subsequent Pages

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

3

Turning Point Brands, Inc.
Consolidated Statements of Income
(dollars in thousands except share data)
(unaudited)

   
Three Months Ended June 30,
 
   
2024
   
2023
 
 
           
Net sales (1)
 
$
108,512
   
$
105,595
 
Cost of sales
   
54,671
     
53,117
 
Gross profit
   
53,841
     
52,478
 
Selling, general, and administrative expenses
   
32,753
     
31,933
 
Other operating income
   
(1,674
)
   
-
 
Operating income
   
22,762
     
20,545
 
Interest expense, net
   
2,991
     
4,019
 
Investment loss
   
2,439
     
4,080
 
Gain on extinguishment of debt
   
-
     
(600
)
Income before income taxes
   
17,332
     
13,046
 
Income tax expense
   
4,415
     
3,338
 
Consolidated net income
   
12,917
     
9,708
 
Net loss attributable to non-controlling interest
   
(87
)
   
(217
)
Net income attributable to Turning Point Brands, Inc.
 
$
13,004
   
$
9,925
 
 
               
Basic income per common share:
               
Net income attributable to Turning Point Brands, Inc.
 
$
0.74
   
$
0.56
 
Diluted income per common share:
               
Net income attributable to Turning Point Brands, Inc.
 
$
0.68
   
$
0.53
 
Weighted average common shares outstanding:
               
Basic
   
17,656,732
     
17,584,241
 
Diluted
   
20,156,854
     
20,409,943
 

(1) Net sales include excise taxes billed to customers of $0.8 million and $1.2 million for the three months ended June 30, 2024 and 2023, respectively.

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

4

Turning Point Brands, Inc.
Consolidated Balance Sheets
(dollars in thousands except share data)

 
 
(unaudited)
     
 
 
 
June 30,
   
December 31,
 
ASSETS
 
2024
   
2023
 
Current assets:
           
Cash
 
$
142,159
   
$
117,886
 
Accounts receivable, net of allowances of $54 in 2024 and $78 in 2023
   
12,557
     
9,989
 
Inventories, net
   
102,333
     
98,960
 
Other current assets
   
32,688
     
40,781
 
Total current assets
   
289,737
     
267,616
 
Property, plant, and equipment, net
   
26,441
     
25,300
 
Deferred income taxes
   
1,177
     
1,468
 
Right of use assets
   
10,305
     
11,480
 
Deferred financing costs, net
   
2,145
     
2,450
 
Goodwill
   
136,307
     
136,250
 
Other intangible assets, net
   
79,393
     
80,942
 
Master Settlement Agreement (MSA) escrow deposits
   
28,407
     
28,684
 
Other assets
   
17,644
     
15,166
 
Total assets
 
$
591,556
   
$
569,356
 
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
 
$
11,919
   
$
8,407
 
Accrued liabilities
   
30,428
     
33,635
 
Current portion of long-term debt
   
118,470
     
58,294
 
Total current liabilities
   
160,817
     
100,336
 
Notes payable and long-term debt
   
247,960
     
307,064
 
Lease liabilities
   
8,834
     
9,950
 
Total liabilities
   
417,611
     
417,350
 
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Preferred stock, $0.01 par value; authorized shares 40,000,000; issued and outstanding shares -0-
   
-
     
-
 
Common stock, voting, $0.01 par value; authorized shares, 190,000,000; 20,126,521 issued shares and 17,703,166 outstanding shares at June 30, 2024, and 19,922,137 issued shares and 17,605,677 outstanding shares at December 31, 2023
   
201
     
199
 
Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-
   
-
     
-
 
Additional paid-in capital
   
121,948
     
119,075
 
Cost of repurchased common stock
               
(2,423,355 shares at June 30, 2024, and 2,316,460 shares at December 31, 2023)
   
(81,144
)
   
(78,093
)
Accumulated other comprehensive loss
   
(3,072
)
   
(2,648
)
Accumulated earnings
   
134,917
     
112,443
 
Non-controlling interest
   
1,095
     
1,030
 
Total stockholders’ equity
   
173,945
     
152,006
 
Total liabilities and stockholders’ equity
 
$
591,556
   
$
569,356
 

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

5

Turning Point Brands, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

   
Six Months Ended June 30,
 
   
2024
     
2023
 
Cash flows from operating activities:
             
Consolidated net income
 
$
25,096
 
 
 
$
17,050
 
Adjustments to reconcile net income to net cash provided by operating activities:
       
 
       
Gain on extinguishment of debt
   
-
 
 
   
(1,377
)
Loss on sale of property, plant, and equipment
   
7
 
 
   
44
 
Loss on MSA investments
   
6
 
 
   
-
 
Depreciation and other amortization expense
   
1,916
 
 
   
1,535
 
Amortization of other intangible assets
   
1,559
 
 
   
1,542
 
Amortization of deferred financing costs
   
1,393
 
 
   
1,225
 
Deferred income tax expense
   
363
 
 
   
659
 
Stock compensation expense
   
3,951
 
 
   
2,836
 
Noncash lease income
   
(85
)
 
   
(29
)
Loss on investments
   
2,722
 
 
   
8,989
 
Changes in operating assets and liabilities:
       
 
       
Accounts receivable
   
(2,489
)
 
   
456
 
Inventories
   
(3,218
)
 
   
(5,146
)
Other current assets
   
4,863
 
 
   
3,769
 
Other assets
   
(279
)
 
   
(4,548
)
Accounts payable
   
3,565
 
 
   
2,500
 
Accrued liabilities and other
   
(3,293
)
 
   
(1,972
)
Net cash provided by operating activities
 
$
36,077
 
 
 
$
27,533
 
 
       
 
       
Cash flows from investing activities:
       
 
       
Capital expenditures
 
$
(2,858
)
 
 
$
(2,993
)
Purchases of investments
   
(7,934
)
 
   
-
 
Proceeds from sale of investments
   
3,314
 
 
   
-
 
Purchases of non-marketable equity investments
   
(500
)
 
   
-
 
Restricted cash, MSA escrow deposits
   
4
 
 
   
-
 
Proceeds on the sale of property, plant and equipment
   
2
 
 
   
3
 
Net cash used in investing activities
 
$
(7,972
)
 
 
$
(2,990
)
 
       
 
       
Cash flows from financing activities:
       
 
       
Convertible Senior Notes repurchased
 
$
-
 
 
 
$
(27,357
)
Proceeds from call options
   
-
 
 
   
70
 
Payment of financing costs
   
(133
)
 
   
-
 
Payment of dividends
   
(2,407
)
 
   
(2,209
)
Exercise of options
   
900
 
 
   
406
 
Redemption of options
   
(4
)
 
   
(346
)
Redemption of restricted stock units
   
(840
)
 
   
-
 
Redemption of performance based restricted stock units
   
(1,212
)
 
   
(995
)
Common stock repurchased
   
(3,051
)
 
   
-
 
Net cash used in financing activities
 
$
(6,747
)
 
 
$
(30,431
)
 
       
 
       
Net increase (decrease) in cash
 
$
21,358
 
 
 
$
(5,888
)
Effect of foreign currency translation on cash
 
$
(76
)
 
 
$
(8
)
 
       
 
       
Cash, beginning of period:
       
 
       
Unrestricted
 
$
117,886
 
 
 
$
106,403
 
Restricted
   
4,929
 
 
   
4,929
 
Total cash at beginning of period
 
$
122,815
 
 
 
$
111,332
 
 
       
 
       
Cash, end of period:
       
 
       
Unrestricted
 
$
142,159
 
 
 
$
100,507
 
Restricted
   
1,938
 
 
   
4,929
 
Total cash at end of period
 
$
144,097
 
 
 
$
105,436
 

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

6

Non-GAAP Financial Measures

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, Adjusted Net Income, Adjusted Diluted EPS, and Adjusted Operating Income (Loss). We believe Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, and Adjusted Operating Income (Loss) are used by management to compare our performance to that of prior periods for trend analyses and planning purposes and are presented to our board of directors. We believe that EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, and Adjusted Operating Income (Loss) are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance.

We define “EBITDA” as net income before interest expense, gain (loss) on extinguishment of debt,  income tax expense, depreciation and amortization. We define “Adjusted EBITDA” as net income before interest expense, gain (loss) on extinguishment of debt, income tax expense, depreciation, amortization, other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Net Income” as net income excluding items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Diluted EPS” as diluted earnings per share excluding items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Operating Income (Loss)” as operating income excluding other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating 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, Adjusted Net Income, Adjusted EBITDA, Adjusted Diluted EPS, and Adjusted Operating Income (Loss) 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 this non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure.

In accordance with SEC rules, we have provided, in the supplemental information attached, a reconciliation of the non-GAAP measures to the next directly comparable GAAP measures.

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

7

Schedule A

Turning Point Brands, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(dollars in thousands)
(unaudited)

   
Three Months Ended
 
   
  June 30,
 
   
2024
     
2023
 
Net income attributable to Turning Point Brands, Inc.
 
$
13,004
 
 
 
$
9,925
 
Add:
       
 
       
Interest expense, net
   
2,991
 
 
   
4,019
 
Gain on extinguishment of debt
   
-
 
 
   
(600
)
Income tax expense
   
4,415
 
 
   
3,338
 
Depreciation expense
   
891
 
 
   
759
 
Amortization expense
   
931
 
 
   
771
 
EBITDA
 
$
22,232
 
 
 
$
18,212
 
Components of Adjusted EBITDA
       
 
       
Corporate and CDS restructuring (a)
   
283
 
 
   
-
 
ERP/CRM (b)
   
489
 
 
   
138
 
Stock options, restricted stock, and incentives expense (c)
   
1,889
 
 
   
2,093
 
Transactional expenses and strategic initiatives (d)
   
97
 
 
   
82
 
FDA PMTA (e)
   
997
 
 
   
662
 
Non-cash asset impairment (f)
   
2,722
 
 
   
4,092
 
FET Refund (g)
   
(1,674
)
 
   
-
 
Adjusted EBITDA
 
$
27,035
 
 
 
$
25,279
 


(a)
Represents costs associated with corporate and CDS restructuring, including severance.
(b)
Represents cost associated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses.
(c)
Represents non-cash stock options, restricted stock, incentives expense and Solace performance stock units.
(d)
Represents the fees incurred for transaction expenses.
(e)
Represents costs associated with applications related to FDA premarket tobacco product application (“PMTA”).  The PMTA regime requires the Company to submit an application to the FDA to receive marketing authorization to continue to sell certain of its product lines with continued sales permitted during the pendency of the applications. The application is a onetime resource-intensive process for each covered product line; however, due to the nature of the implementation process for those product lines already in the market, applications can take multiple years to complete rather than the typical one-time submission. The Company currently has only two product lines currently subject to the PMTA process, having utilized other regulatory pathway options available for our other product lines. The Company does not expect to submit additional PMTA applications for any new product lines after the submission for the remaining two are complete.
(f)
Represents impairment of investment assets.
(g)
Represents a federal excise tax refund included in other operating income.

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

8

Schedule B
 
Turning Point Brands
Reconciliation of GAAP Net Income to Adjusted Net Income and Diluted EPS to Adjusted Diluted EPS
(dollars in thousands except share data)

(unaudited)
 
Three Months Ended
   
Three Months Ended
 
   
June 30, 2024
   
June 30, 2023
 
 
 
Income
before
income
taxes
   
Income
tax
expense
(h)
   
Net loss
attributable
to non-
controlling
interest
   
Adjusted
Net
Income
   
Adjusted
Diluted
EPS
   
Income
before
income
taxes
   
Income
tax
expense
(h)
   
Net loss
attributable
to non-
controlling
interest
   
Net
Income
   
Diluted
EPS
 
GAAP Net Income and Diluted EPS
 
$
17,332
   
$
4,415
   
$
(87
)
 
$
13,004
   
$
0.68
   
$
13,046
   
$
3,338
   
$
(217
)
 
$
9,925
   
$
0.53
 
Gain on extinguishment of debt (a)
   
-
     
-
     
-
     
-
     
-
     
(600
)
   
(154
)
   
-
     
(446
)
   
(0.02
)
Corporate restructuring (b)
   
283
     
72
     
-
     
211
     
0.01
     
-
     
-
     
-
     
-
     
-
 
ERP/CRM (c)
   
489
     
125
     
-
     
364
     
0.02
     
138
     
35
     
-
     
103
     
0.01
 
Stock options, restricted stock, and incentives expense (d)
   
1,889
     
481
     
-
     
1,408
     
0.07
     
2,093
     
536
     
-
     
1,557
     
0.08
 
Transactional expenses and strategic initiatives (e)
   
97
     
25
     
-
     
72
     
0.00
     
82
     
21
     
-
     
61
     
0.00
 
FDA PMTA (f)
   
997
     
254
     
-
     
743
     
0.04
     
662
     
169
     
-
     
493
     
0.02
 
Non-cash asset impairment (g)
   
2,722
     
693
     
-
     
2,029
     
0.10
     
4,092
     
1,047
     
-
     
3,045
     
0.15
 
FET refund (i)
   
(1,674
)
   
(426
)
   
-
     
(1,248
)
   
(0.06
)
   
-
     
-
     
-
     
-
     
-
 
Tax benefit (j)
   
-
     
(577
)
   
-
     
577
     
0.03
     
-
     
(560
)
   
-
     
560
     
0.03
 
Adjusted Net Income and Adjusted Diluted EPS
 
$
22,135
   
$
5,062
   
$
(87
)
 
$
17,160
   
$
0.89
   
$
19,513
   
$
4,433
   
$
(217
)
 
$
15,297
   
$
0.79
 

Totals may not foot due to rounding

(a)
Represents gain on extinguishment of debt.
(b)
Represents costs associated with corporate and CDS restructuring, including severance.
(c)
Represents cost associated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses.
(d)
Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs.
(e)
Represents the fees incurred for transaction expenses.
(f)
Represents costs associated with applications related to FDA premarket tobacco product application (“PMTA”).  The PMTA regime requires the Company to submit an application to the FDA to receive marketing authorization to continue to sell certain of its product lines with continued sales permitted during the pendency of the applications. The application is a onetime resource-intensive process for each covered product line; however, due to the nature of the implementation process for those product lines already in the market, applications can take multiple years to complete rather than the typical one-time submission. The Company currently has only two product lines currently subject to the PMTA process, having utilized other regulatory pathway options available for our other product lines. The Company does not expect to submit additional PMTA applications for any new product lines after the submission for the remaining two are complete.
(g)
Represents impairment of investment assets.
(h)
Income tax expense calculated using the effective tax rate for the quarter of 25.5% in 2024 and 25.6% in 2023.
(i)
Represents a federal excise tax refund included in other operating income.
(j)
Represents adjustment from quarterly tax rate to annual projected tax rate of 23% in 2024 and 2023.
 
Schedule C

Turning Point Brands, Inc.
Reconciliation of GAAP Operating Income (Loss) to Adjusted Operating Income (Loss)
(dollars in thousands)
(unaudited)

 
 
Consolidated
   
Zig-Zag Products
   
Stoker’s Products
   
Creative Distribution Solutions
 
 
 
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
 
 
 
2024
   
2023
   
2024
   
2023
   
2024
   
2023
   
2024
   
2023
 
 
                                               
Net sales
 
$
108,512
   
$
105,595
   
$
50,482
   
$
46,722
   
$
42,743
   
$
36,056
   
$
15,287
   
$
22,817
 
 
                                                               
Gross profit
 
$
53,841
   
$
52,478
   
$
26,872
   
$
26,422
   
$
23,524
   
$
19,968
   
$
3,445
   
$
6,088
 
 
                                                               
Operating income (loss)
 
$
22,762
   
$
20,545
   
$
18,260
   
$
17,000
   
$
17,862
   
$
15,110
   
$
(108
)
 
$
460
 
Adjustments:
                                                               
 Corporate restructuring
   
283
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
 ERP/CRM
   
489
     
138
     
-
     
-
     
-
     
-
     
-
     
-
 
 Transactional expenses and strategic initiatives
   
97
     
82
     
-
     
-
     
-
     
-
     
-
     
-
 
 FDA PMTA
   
997
     
662
     
-
     
-
     
-
     
-
     
-
     
-
 
 FET refund
   
(1,674
)
   
-
     
(1,674
)
   
-
     
-
     
-
     
-
     
-
 
Adjusted operating income (loss)
 
$
22,954
   
$
21,427
   
$
16,586
   
$
17,000
   
$
17,862
   
$
15,110
   
$
(108
)
 
$
460
 

Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238


9

v3.24.2.u1
Document and Entity Information
Aug. 01, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 01, 2024
Entity File Number 001-37763
Entity Registrant Name TURNING POINT BRANDS, INC.
Entity Central Index Key 0001290677
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-0709285
Entity Address, Address Line One 5201 Interchange Way
Entity Address, City or Town Louisville
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40229
City Area Code 502
Local Phone Number 778-4421
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TPB
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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