Delaware	001-37763	20-0709285
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

☐	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))

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

Item 2.02.

Results of Operations and Financial Condition.

Item 7.01.

Regulation FD Disclosure.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

	99.1	Press Release dated April 28, 2020
	99.2	Investor Presentation dated April 28, 2020

	TURNING POINT BRANDS, INC.
Dated: April 28, 2020	By:	/s/ James Dobbins
		James Dobbins
		Senior Vice President, General Counsel and Secretary

✓	Net sales decreased 1.0% to $90.7 million;

✓	Gross profit increased 2.4% to $41.4 million;

✓	Net income decreased $3.3 million to $3.3 million, reflecting the inclusion of expensing PMTA costs incurred during the quarter;

✓	Adjusted EBITDA increased 10.6% to $17.8 million (see Schedule A for a reconciliation to net income);

✓	Diluted EPS of $0.16 and Adjusted Diluted EPS of $0.51 as compared to $0.33 and $0.43 in the year-ago period, respectively (see Schedule C for a reconciliation to Diluted EPS);

•

$5.9 million of FDA related expenses as compared to $0.0 million a year-ago; and

•

$1.0 million of transaction expenses principally related to M&A activity, including the announced SDI transaction.

•	declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;

•	our dependence on a small number of third-party suppliers and producers;

•	the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption;

•	our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), pollical upheavals, or natural disasters;

•	the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;

•	failure to maintain consumer brand recognition and loyalty of our customers;

•	substantial and increasing U.S. regulation;

•	regulation of our products by the FDA, which has broad regulatory powers;

•	our products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations;

•	some of our products contain nicotine which is considered to be a highly addictive substance;

•	uncertainty related to the regulation and taxation of our NewGen products;

•	possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes;

•	possible increasing international control and regulation;

•	our reliance on relationships with several large retailers and national chains for distribution of our products;

•	our amount of indebtedness;

•	the terms of our credit facilities, which may restrict our current and future operations;

•	intense competition and our ability to compete effectively;

•	uncertainty and continued evolution of markets containing our NewGen products;

•	significant product liability litigation;

•	the scientific community’s lack of information regarding the long-term health effects of electronic cigarettes, vaporizer and e-liquid use;

•	requirement to maintain compliance with master settlement agreement escrow account;

•	competition from illicit sources;

•	our reliance on information technology;

•	security and privacy breaches;

•	contamination of our tobacco supply or products;

•	infringement on our intellectual property;

•	third-party claims that we infringe on their intellectual property;

•	failure to manage our growth;

•	failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;

•	fluctuations in our results;

•	exchange rate fluctuations;

•	adverse U.S. and global economic conditions;

•	sensitivity of end-customers to increased sales taxes and economic conditions;

•	failure to comply with certain regulations;

•	departure of key management personnel or our inability to attract and retain talent;

•	imposition of significant tariffs on imports into the U.S.;

•	reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, potentially decreasing our stock price;

•	failure to maintain our status as an emerging growth company before the five-year maximum time period a company may retain such status;

•	our principal stockholders will be able to exert significant influence over matters submitted to our stockholders and may take certain actions to prevent takeovers;

•	our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of our common stock;

•

our certificate of incorporation limits the ownership of our common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of our common stock and may result in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;

•	future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us;

•	we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock; and

•	our status as a “controlled company” could make our common stock less attractive to some investors or otherwise harm our stock price.

		Three Months Ended March 31,
		2020				2019
Net sales		$	90,689			$	91,628
Cost of sales			49,258				51,164
Gross profit			41,431				40,464
Selling, general, and administrative expenses			32,394				28,429
Operating income			9,037				12,035
Interest expense, net			4,994				3,856
Investment income			(91	)			(144	)
Net periodic income, excluding service cost			(87	)			(11	)
Income before income taxes			4,221				8,334
Income tax expense			946				1,774
Consolidated net income		$	3,275			$	6,560
Basic income per common share:
Consolidated net income		$	0.17			$	0.34
Diluted income per common share:
Consolidated net income		$	0.16			$	0.33
Weighted average common shares outstanding:
Basic			19,689,446				19,559,596
Diluted			20,106,800				20,045,964
Supplemental disclosures of statement of income information:
Excise tax expense		$	5,041			$	4,976
FDA fees		$	129			$	134

ASSETS		(unaudited) March 31, 2020				December 31, 2019
Current assets:
Cash		$	99,406			$	95,250
Accounts receivable, net of allowances of $256 in 2020 and $280 in 2019			4,310				6,906
Inventories			69,195				70,979
Other current assets			18,868				16,115
Total current assets			191,779				189,250
Property, plant, and equipment, net			13,404				13,816
Right of use assets			13,036				12,130
Deferred financing costs, net			860				890
Goodwill			154,282				154,282
Other intangible assets, net			33,044				33,469
Master Settlement Agreement (MSA) escrow deposits			32,074				32,074
Other assets			10,841				10,673
Total assets		$	449,320			$	446,584
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	17,348			$	14,126
Accrued liabilities			28,754				26,520
Current portion of long-term debt			12,000				15,240
Revolving credit facility			-				-
Total current liabilities			58,102				55,886
Notes payable and long-term debt			267,977				268,951
Deferred income taxes			1,495				1,572
Lease liabilities			11,673				11,067
Other long-term liabilities			4,762				2,523
Total liabilities			344,009				339,999
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; 19,723,080 issued shares, 19,588,950 outstanding shares at March 31, 2020, and 19,680,673 issued and outstanding shares at December 31, 2019			197				197
Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-			-				-
Additional paid-in capital			126,151				125,469
Cost of repurchased common stock (134,130 shares at March 31, 2020 and 0 shares at December 31, 2019)			(2,627	)			-
Accumulated other comprehensive loss			(5,379	)			(3,773	)
Accumulated deficit			(13,031	)			(15,308	)
Total stockholders' equity			105,311				106,585
Total liabilities and stockholders' equity		$	449,320			$	446,584

		For the three months ended March 31,
		2020				2019
Cash flows from operating activities:
Consolidated net income		$	3,275			$	6,560
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of property, plant, and equipment			-				23
Depreciation expense			851				531
Amortization of other intangible assets			425				359
Amortization of debt discount and deferred financing costs			2,237				237
Deferred income taxes			545				(29	)
Stock compensation expense			455				466
Noncash lease expense			13				-
Changes in operating assets and liabilities:
Accounts receivable			2,596				(1,726	)
Inventories			1,784				366
Other current assets			(2,420	)			2,984
Other assets			(130	)			(427	)
Accounts payable			3,210				8,229
Accrued postretirement liabilities			(27	)			(9	)
Accrued liabilities and other			1,913				(3,539	)
Net cash provided by operating activities			14,727				14,025
Cash flows from investing activities:
Capital expenditures		$	(877	)		$	(886	)
Restricted cash, MSA escrow deposits			-				1,702
Net cash (used in) provided for by investing activities			(877	)			816
Cash flows from financing activities:
Payments of 2018 first lien term loan			(2,000	)			(2,000	)
Payments of 2018 revolving credit facility			-				(12,000	)
Payment of dividends			(886	)			(880	)
Payment of IVG note			(4,240	)			-
Payments of financing costs			(168	)			-
Common stock repurchased			(2,627	)			-
Exercise of options			227				187
Redemption of options			-				(12	)
Net cash used in financing activities		$	(9,694	)		$	(14,705	)
Net increase in cash		$	4,156			$	136
Cash, beginning of period:
Unrestricted		$	95,250			$	3,306
Restricted			32,074				2,361
Total cash at beginning of period		$	127,324			$	5,667
Unrestricted		$	99,406			$	1,741
Restricted			32,074				4,062
Total cash at end of period		$	131,480			$	5,803

		Three Months Ended March 31,
		2020				2019
Consolidated net income		$	3,275			$	6,560
Add:
Interest expense, net			4,994				3,856
Income tax expense			946				1,774
Depreciation expense			851				531
Amortization expense			425				359
EBITDA		$	10,491			$	13,080
Components of Adjusted EBITDA
Other (a)			(87	)			(79	)
Stock options, restricted stock, and incentives expense (b)			455				715
Transactional expenses and strategic initiatives (c)			1,049				910
New product launch costs (d)			-				442
Corporate and vapor restructuring (e)			-				1,004
FDA PMTA (f)			5,874				-
Adjusted EBITDA		$	17,782			$	16,072

(a)	Represents LIFO adjustment, non-cash pension/postretirement expense (income) and foreign exchange hedging.

(b)	Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs.

(c)	Represents the fees incurred for transaction expenses and strategic initiatives.

(d)	Represents product launch costs of our new product lines.

(e)	Represents costs associated with corporate and vapor restructuring including severance and inventory reserves.

(f)	Represents costs associated with applications related to FDA PMTA.

		March 31, 2020				December 31, 2019
Cash		$	99,406			$	95,250
Total Debt		$	279,977			$	284,191
Net Debt		$	180,571			$	188,941
Leverage Ratio (a)			2.6	x			3.1	x

		Rolling 12 Months				1st Quarter 2020				4th Quarter 2019				3rd Quarter 2019				2nd Quarter 2019
Consolidated net income (loss)		$	10,489			$	3,275			$	(12,265	)		$	6,274			$	13,205
Add:
Interest expense, net			18,480				4,994				6,109				3,641				3,736
Loss on extinguishment of debt			1,308				-				-				1,158				150
Income tax expense (benefit)			1,216				946				(4,945	)			2,236				2,979
Depreciation expense			2,958				851				783				692				632
Amortization expense			1,517				425				372				356				364
EBITDA		$	35,968			$	10,491			$	(9,946	)		$	14,357			$	21,066
Components of Adjusted EBITDA
Other			352				(87	)			385				151				(97	)
Stock options, restricted stock, and incentives expense			4,366				455				1,399				1,314				1,198
Transactional expenses and strategic initiatives			1,903				1,049				197				470				187
New product launch costs			5,743				-				2,494				1,979				1,270
Corporate and vapor restructuring			18,210				-				17,795				265				150
FDA PMTA			8,027				5,874				1,912				241				-
Vendor settlement			(5,522	)			-				-				-				(5,522	)
Adjusted EBITDA		$	69,047			$	17,782			$	14,236			$	18,777			$	18,252
Net Debt / 12 months ended March 31, 2020, rolling Adjusted EBITDA			2.6	x

(dollars in thousands except share data)		Three Months Ended March 31,
		2020				2019
GAAP EPS		$	0.16			$	0.33
Other (a)			(0.00	)			(0.00	)
Stock options, restricted stock, and incentives expense (b)			0.02				0.03
Transactional expenses and strategic initiatives (c)			0.04				0.03
New product launch costs (d)			-				0.02
Corporate and vapor restructuring (e)			-				0.04
FDA PMTA (f)			0.22				-
Amortization of debt discount (g)			0.07				-
Tax benefit (h)			(0.00	)			(0.02	)
Adjusted diluted EPS		$	0.51			$	0.43

(a)	Represents LIFO adjustment, non-cash pension/ postretirement expense (income) and foreign exchange hedging reporting tax effected at the quarterly effective tax rate.

(b)	Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs tax effected at the quarterly effective tax rate.

(c)	Represents the fees incurred for transaction expenses and strategic initiatives tax effected at the quarterly effective tax rate.

(d)	Represents product launch costs of our new product lines tax effected at the quarterly effective tax rate.

(e)	Represents costs associated with corporate and vapor restructuring including severance and inventory reserves tax effected at the quarterly effective tax rate .

(f)	Represents costs associated with applications related to the FDA PMTA tax effected at the quarterly effective tax rate.

(g)	Represents non-cash amortization of debt discount tax effected at the quarterly effective tax rate.

(h)	Represents adjustment from quarterly effective tax rate to annual projected effective tax rate of 23%.

		Consolidated								Smokeless								Smoking								NewGen
		1st Quarter 2020				1st Quarter 2019				1st Quarter 2020				1st Quarter 2019				1st Quarter 2020				1st Quarter 2019				1st Quarter 2020				1st Quarter 2019
Net sales		$	90,689			$	91,628			$	26,495			$	22,544			$	28,914			$	25,519			$	35,280			$	43,565
Gross profit		$	41,431			$	40,464			$	13,874			$	12,073			$	16,132			$	13,484			$	11,425			$	14,907
Adjustments:
LIFO adjustment			-				(24	)			-				(24	)			-				-				-				-
Adjusted gross profit		$	41,431			$	40,440			$	13,874			$	12,049			$	16,132			$	13,484			$	11,425			$	14,907
Operating income		$	9,037			$	12,035			$	9,746			$	7,487			$	12,417			$	9,946			$	477			$	2,838
Adjustments:
LIFO adjustment			-				(24	)			-				(24	)			-				-				-				-
Foreign exchange hedging			-				(71	)			-				-				-				(71	)			-				-
Transactional expenses and strategic initiatives			1,049				910				-				-				-				-				-				-
New product launch costs			-				442				-				-				-				-				-				442
Corporate and vapor restructuring			-				1,004				-				-				-				-				-				508
FDA PMTA			5,874				-				-				-				-				-				-				-
Adjusted operating income		$	15,960			$	14,296			$	9,746			$	7,463			$	12,417			$	9,875			$	477			$	3,788

Exhibit 99.2

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