8-K
Turning Point Brands, Inc. (TPB)
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): May 3, 2023
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 May 3, 2023, Turning Point Brands, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. 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 May 3, 2023, the Company posted an investor presentation with supplemental information for the first quarter ended March 31, 2023 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 |
| --- | --- |
| 99.1 | Press Release dated May 3, 2023 |
| --- | --- |
| 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: May 3, 2023 | By: | /s/ Brittani N. Cushman |
| Brittani N. Cushman | ||
| Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Turning Point Brands Announces First Quarter 2023 Results
-Net Sales for Q1 2023 Increased 0.1 Percent Year-Over-Year
LOUISVILLE, KY – May 3, 2023 – 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, announced today financial results for the first quarter ended March 31, 2023.
Q1 2023 vs. Q1 2022
| • | Total consolidated net sales increased 0.1% to $101.0 million |
|---|---|
| o | Zig-Zag Products net sales decreased by 8.3% due to anticipated reduction of trade inventory during the quarter |
| --- | --- |
| o | Stoker’s Products net sales increased by 6.2% |
| --- | --- |
| o | Creative Distribution Solutions net sales increased by 8.0% |
| --- | --- |
| • | Gross profit decreased 6.1% to $48.6 million |
| --- | --- |
| • | Net income decreased 30.9% to $7.6 million |
| --- | --- |
| • | Adjusted net income decreased 18.1% to $11.9 million (see Schedule B for a reconciliation to net income) |
| --- | --- |
| • | Adjusted EBITDA decreased 17.7% to $20.8 million (see Schedule A for a reconciliation to net income) |
| --- | --- |
| • | Diluted EPS of $0.41 and Adjusted Diluted EPS of $0.62 compared to $0.55 and $0.71 in the same period one year ago, respectively (see Schedule B for a reconciliation to Diluted EPS) |
| --- | --- |
Graham Purdy, President and CEO, commented: “We are encouraged by our first quarter operating results which fell within our expectations. The Zig-Zag segment had an anticipated inventory reduction with certain wholesale customers but saw strong performance from the alternative channel and the roll-out of CLIPPER lighters. With the adjustment in trade inventory, Zig-Zag is now well-positioned to demonstrate growth for the balance of the year. Stoker’s had a solid quarter of performance as the value proposition of Stoker’s MST and looseleaf led to another quarter of market share gains. We opportunistically purchased another $13.9 million in aggregate principal amount of our convertible notes during the first quarter while maintaining a strong cash balance. We are currently maintaining our annual guidance as we focus on executing against our plan for the balance of the year.”
Zig-Zag Products Segment (42% of total net sales in the quarter)
For the first quarter, Zig-Zag Products net sales decreased 8.3% to $41.9 million. TPB’s Canadian and other smoking accessories businesses saw strong growth during the quarter. This was offset by anticipated declines in the U.S. rolling papers and wraps businesses which were impacted by reduction of trade inventory during the quarter. For the first quarter, total Zig-Zag Products segment volume decreased 8.6%, while price / mix increased 0.3%.
For the quarter, the Zig-Zag Products segment gross profit decreased 15.0% to $22.4 million. Gross margin declined 420 basis points to 53.5% driven primarily by product mix including the decline of higher margin U.S. rolling paper and wraps products and contribution of CLIPPER lighters which operates at lower gross profit margins.
“Zig-Zag papers and wraps demonstrated solid results in-light of planned inventory reduction with certain customers. Our e-commerce business had another quarter of double-digit growth as we continue to build our presence in the alternative channel,” said Purdy. “The acceptance of CLIPPER lighters within the trade remains encouraging and sets up well for increased penetration going forward.”
Stoker’s Products Segment (33% of total net sales in the quarter)
For the first quarter, Stoker’s Products net sales increased 6.2% to $33.7 million on high single-digit growth of MST and low-single digit growth of loose-leaf chewing tobacco. For the first quarter, total Stoker’s Products segment volume increased 0.3%, while price / mix increased 5.9%.
For the quarter, the Stoker’s Products segment gross profit increased 10.1% to $19.5 million. Gross margin expanded 200 basis points to 57.8% due to MST pricing gains.
“Stoker’s saw another quarter of solid performance with strong market share gains in both the MST and loose-leaf chewing tobacco categories as its value proposition continues to resonate with consumers,” continued Purdy.
Performance Measures in the First Quarter
First quarter consolidated selling, general and administrative (“SG&A”) expenses were $30.8 million compared to $32.6 million in the first quarter of 2022.
The first quarter SG&A included the following notable items:
| • | $0.1 million of ERP / CRM duplicative system costs compared to $0.3 million of ERP / CRP scoping expenses in the previous year |
|---|---|
| • | $0.7 million of stock options, restricted stock and incentive expense compared to $1.2 million in the year-ago period |
| --- | --- |
| • | $0.2 million of FDA PMTA-related expenses compared to $1.1 million in the year-ago period |
| --- | --- |
| • | $0.0 million of transaction expenses as compared to $0.4 million in the year-ago period |
| --- | --- |
| • | $0.0 million of restructuring costs as compared to $1.3 million in the year-ago period |
| --- | --- |
Total gross debt as of March 31, 2023 was $398.6 million. The corresponding net debt (total gross debt less cash) at March 31, 2023 was $293.8 million. The Company ended the quarter with total liquidity of $128.4 million, comprised of $104.8 million in cash and $23.6 million of revolving credit facility capacity.
During the quarter, the Company repurchased $13.9 million in aggregate principal amount of its 2.50% Convertible Senior Notes due July 2024.
The Company recorded an impairment charge of $4.9 million during the quarter related to a minority investment in a development stage venture.
2023 Outlook
At this time, the Company is maintaining its previous expectation of full-year 2023 adjusted EBITDA to be $88 to $94 million.
Creative Distribution Solutions (“CDS”) (25% of total net sales in the quarter)
For the first quarter, CDS (formerly the Company’s “NewGen” segment) net sales were $25.4 million, gross was $6.8 million, and gross margin was 26.6%.
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
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 Wednesday, May 3, 2023. 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.
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 215,000 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.
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
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 it 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.:
Louie Reformina, Senior Vice President, CFO
Turning Point Brands, Inc.
502.774.9238
ir@tpbi.com
Financial Statements Follow:
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
Turning Point Brands, Inc.
Consolidated Statements of Income
(dollars in thousands except share data)
(unaudited)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net sales | $ | 100,956 | $ | 100,894 | ||
| Cost of sales | 52,339 | 49,100 | ||||
| Gross profit | 48,617 | 51,794 | ||||
| Selling, general, and administrative expenses | 30,775 | 32,565 | ||||
| Operating income | 17,842 | 19,229 | ||||
| Interest expense, net | 4,010 | 5,196 | ||||
| Investment loss (gain) | 4,799 | (78 | ) | |||
| Gain on extinguishment of debt | (777 | ) | - | |||
| Income before income taxes | 9,810 | 14,111 | ||||
| Income tax expense | 2,468 | 3,340 | ||||
| Consolidated net income | 7,342 | 10,771 | ||||
| Net loss attributable to non-controlling interest | (255 | ) | (227 | ) | ||
| Net income attributable to Turning Point Brands, Inc. | $ | 7,597 | $ | 10,998 | ||
| Basic income per common share: | ||||||
| Net income attributable to Turning Point Brands, Inc. | $ | 0.43 | $ | 0.60 | ||
| Diluted income per common share: | ||||||
| Net income attributable to Turning Point Brands, Inc. | $ | 0.41 | $ | 0.55 | ||
| Weighted average common shares outstanding: | ||||||
| Basic | 17,531,414 | 18,257,695 | ||||
| Diluted | 20,669,152 | 21,749,510 | ||||
| Supplemental disclosures of statements of income information: | ||||||
| Excise tax expense | $ | 5,024 | $ | 5,709 | ||
| FDA fees | $ | 195 | $ | 124 |
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
Turning Point Brands, Inc.
Consolidated Balance Sheets
(dollars in thousands except share data)
| December 31, | |||||
| ASSETS | 2022 | ||||
| Current assets: | |||||
| Cash | 104,801 | $ | 106,403 | ||
| Accounts receivable, net of allowances of 101 in 2023 and 114 in 2022 | 8,584 | 8,377 | |||
| Inventories | 113,738 | 119,915 | |||
| Other current assets | 19,961 | 22,959 | |||
| Total current assets | 247,084 | 257,654 | |||
| Property, plant, and equipment, net | 24,364 | 22,788 | |||
| Deferred income taxes | 8,069 | 8,443 | |||
| Right of use assets | 11,722 | 12,465 | |||
| Deferred financing costs, net | 256 | 282 | |||
| Goodwill | 136,253 | 136,253 | |||
| Other intangible assets, net | 82,821 | 83,592 | |||
| Master Settlement Agreement (MSA) escrow deposits | 28,710 | 27,980 | |||
| Other assets | 20,647 | 22,649 | |||
| Total assets | 559,926 | $ | 572,106 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 10,390 | $ | 8,355 | ||
| Accrued liabilities | 25,932 | 33,001 | |||
| Other current liabilities | 20 | 20 | |||
| Total current liabilities | 36,342 | 41,376 | |||
| Notes payable and long-term debt | 393,578 | 406,757 | |||
| Lease liabilities | 10,072 | 10,593 | |||
| Total liabilities | 439,992 | 458,726 | |||
| Commitments and contingencies | |||||
| Stockholders' equity: | |||||
| Preferred stock; 0.01 par value; authorized shares 40,000,000; issued and outstanding shares<br> -0- | - | - | |||
| Common stock, voting, 0.01 par value; authorized shares, 190,000,000; 19,901,989 issued shares and 17,585,529<br> outstanding shares at March 31, 2023, and 19,801,623 issued shares and 17,485,163 outstanding shares at December 31, 2022 | 199 | 198 | |||
| Common stock, nonvoting, 0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0- | - | - | |||
| Additional paid-in capital | 113,477 | 113,242 | |||
| Cost of repurchased common stock (2,316,460 shares at March 31, 2023 and December 31, 2022) | (78,093 | ) | (78,093 | ) | |
| Accumulated other comprehensive loss | (2,234 | ) | (2,393 | ) | |
| Accumulated earnings | 85,133 | 78,691 | |||
| Non-controlling interest | 1,452 | 1,735 | |||
| Total stockholders' equity | 119,934 | 113,380 | |||
| Total liabilities and stockholders' equity | 559,926 | $ | 572,106 |
All values are in US Dollars.
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
Turning Point Brands, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Consolidated net income | $ | 7,342 | $ | 10,771 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Gain on extinguishment of debt | (777 | ) | - | |||
| Loss (gain) on sale of property, plant, and equipment | (6 | ) | 1 | |||
| Depreciation expense | 776 | 871 | ||||
| Amortization of other intangible assets | 771 | 463 | ||||
| Amortization of deferred financing costs | 626 | 645 | ||||
| Deferred income tax expense (benefit) | 299 | (34 | ) | |||
| Stock compensation expense | 743 | 1,159 | ||||
| Noncash lease income | (14 | ) | (5 | ) | ||
| Loss (gain) on investments | 4,897 | (14 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (216 | ) | (2,958 | ) | ||
| Inventories | 6,173 | (18,258 | ) | |||
| Other current assets | 2,639 | 1,081 | ||||
| Other assets | (2,895 | ) | 382 | |||
| Accounts payable | 2,051 | 22,101 | ||||
| Accrued liabilities and other | (7,025 | ) | (3,165 | ) | ||
| Net cash provided by operating activities | $ | 15,384 | $ | 13,040 | ||
| Cash flows from investing activities: | ||||||
| Capital expenditures | $ | (2,435 | ) | $ | (2,787 | ) |
| Restricted cash, MSA escrow deposits | - | (8,468 | ) | |||
| Proceeds on the sale of property, plant and equipment | 3 | 1 | ||||
| Net cash used in investing activities | $ | (2,432 | ) | $ | (11,254 | ) |
| Cash flows from financing activities: | ||||||
| Repurchased Convertible Senior Notes | $ | (13,002 | ) | $ | - | |
| Proceeds from call options | 33 | - | ||||
| Payment of dividends | (1,052 | ) | (1,022 | ) | ||
| Exercise of options | 357 | 245 | ||||
| Redemption of performance restricted stock units | (889 | ) | (1,141 | ) | ||
| Common stock repurchased | - | (10,622 | ) | |||
| Net cash used in financing activities | $ | (14,553 | ) | $ | (12,540 | ) |
| Net decrease in cash | $ | (1,601 | ) | $ | (10,754 | ) |
| Effect of foreign currency translation on cash | $ | (1 | ) | $ | (3 | ) |
| Cash, beginning of period: | ||||||
| Unrestricted | 106,403 | 128,320 | ||||
| Restricted | 4,929 | 15,155 | ||||
| Total cash at beginning of period | 111,332 | 143,475 | ||||
| Cash, end of period: | ||||||
| Unrestricted | 104,801 | 126,045 | ||||
| Restricted | 4,929 | 6,673 | ||||
| Total cash at end of period | $ | 109,730 | $ | 132,718 |
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
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, Adjusted Gross Profit and Adjusted Operating Income. 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, Adjusted Gross Profit and Adjusted Operating Income 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, Adjusted Gross Profit and Adjusted Operating Income 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, loss on extinguishment of debt, provision for income taxes, depreciation and amortization. We define “Adjusted EBITDA” as net income before interest expense, loss on extinguishment of debt, provision for income taxes, 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 Gross Profit: as gross profit excluding other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Operating Income” 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, Adjusted Gross Profit and Adjusted Operating Income 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.
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
Schedule A
Turning Point Brands, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(dollars in thousands)
(unaudited)
| Three Months Ended<br> <br>March 31, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Net income attributable to Turning Point Brands, Inc. | $ | 7,597 | $ | 10,998 | |
| Add: | |||||
| Interest expense, net | 4,010 | 5,196 | |||
| Gain on extinguishment of debt | (777 | ) | - | ||
| Income tax expense | 2,468 | 3,340 | |||
| Depreciation expense | 776 | 871 | |||
| Amortization expense | 771 | 463 | |||
| EBITDA | $ | 14,845 | $ | 20,868 | |
| Components of Adjusted EBITDA | |||||
| Corporate restructuring (a) | - | 1,332 | |||
| ERP/CRM (b) | 138 | 330 | |||
| Stock options, restricted stock, and incentives expense (c) | 743 | 1,159 | |||
| Transactional expenses (d) | 4 | 425 | |||
| FDA PMTA (e) | 158 | 1,139 | |||
| Non-cash asset impairment (f) | 4,897 | - | |||
| Adjusted EBITDA | $ | 20,785 | $ | 25,253 |
| (a) | Represents costs associated with corporate restructuring, including severance. |
|---|---|
| (b) | Represents cost assosicated 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 ("PRSUs"). |
| --- | --- |
| (d) | Represents the fees incurred for transaction expenses. |
| --- | --- |
| (e) | Represents costs associated with applications related to FDA premarket tobacco product application ("PMTA"). |
| --- | --- |
| (f) | Represents impairment of investment assets. |
| --- | --- |
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Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238
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 | ||||||||
| March 31, 2023 | March 31, 2022 | |||||||||
| Net Income | Diluted EPS | Net Income | Diluted EPS | |||||||
| GAAP EPS | $ | 7,597 | $ | 0.41 | $ | 10,998 | $ | 0.55 | ||
| Gain on extinguishment of debt (a) | (582 | ) | (0.03 | ) | - | - | ||||
| Corporate restructuring (b) | - | - | 1,017 | 0.05 | ||||||
| ERP/CRM (c) | 103 | 0.00 | 252 | 0.01 | ||||||
| Stock options, restricted stock, and incentives expense (d) | 556 | 0.03 | 885 | 0.04 | ||||||
| Transactional expenses (e) | 3 | 0.00 | 324 | 0.01 | ||||||
| FDA PMTA (f) | 118 | 0.01 | 869 | 0.04 | ||||||
| Non-cash asset impairment (g) | 3,665 | 0.18 | - | - | ||||||
| Tax (expense) benefit (h) | 415 | 0.02 | 152 | 0.01 | ||||||
| Adjusted | $ | 11,876 | $ | 0.62 | $ | 14,497 | $ | 0.71 | ||
| Totals may not foot due to rounding | ||||||||||
| --- | ||||||||||
| (a) | Represents gain on extinguishment of debt tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (b) | Represents costs associated with corporate restructuring, including severance, tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (c) | Represents cost associated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (d) | Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (e) | Represents the fees incurred for transaction expenses tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (f) | Represents costs associated with applications related to the FDA PMTA tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (g) | Represents impairment of investment assets tax effected at the quarterly tax rate. | |||||||||
| --- | --- | |||||||||
| (h) | Represents adjustment from quarterly tax rate to annual projected tax rate of 23% in 2023 and 2022. | |||||||||
| --- | --- |
Schedule C
Turning Point Brands, Inc.
Reconciliation of GAAP Operating Income to Adjusted Operating Income
(dollars in thousands)
(unaudited)
| Consolidated | Zig-Zag Products | Stoker's Products | Creative Distribution Solutions | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Quarter | 1st Quarter | 1st Quarter | 1st Quarter | 1st Quarter | 1st Quarter | 1st Quarter | 1st Quarter | |||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||
| Net sales | $ | 100,956 | $ | 100,894 | $ | 41,887 | $ | 45,672 | $ | 33,662 | $ | 31,703 | $ | 25,407 | $ | 23,519 |
| Gross profit | $ | 48,617 | $ | 51,794 | $ | 22,390 | $ | 26,343 | $ | 19,465 | $ | 17,686 | $ | 6,762 | $ | 7,765 |
| Operating income | $ | 17,842 | $ | 19,229 | $ | 13,641 | $ | 18,737 | $ | 14,563 | $ | 13,506 | $ | 261 | $ | 678 |
| Adjustments: | ||||||||||||||||
| Corporate restructuring | - | 1,332 | - | - | - | - | - | - | ||||||||
| Transactional expenses | 4 | 425 | - | - | - | - | - | - | ||||||||
| FDA PMTA | 158 | 1,139 | - | - | - | - | - | - | ||||||||
| Adjusted operating income | $ | 18,004 | $ | 22,125 | $ | 13,641 | $ | 18,737 | $ | 14,563 | $ | 13,506 | $ | 261 | $ | 678 |
10
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238